SEC Form 4 · accession 0001179110-15-012801
GAP INC · GAP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert J Fisher
Director · 10% Owner
Period of report
Aug 28, 2015
Accepted (ET)
Sep 1, 2015 · 4:17 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000039911
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Aug 28, 2015 | P | 3,083,769 | $32.995 | A | 11,043,125 | D | |
| Common StockF2 | holding | — | — | — | 27,000,000 | I | By Fisher Core Holdings L.P. | |
| Common Stock | holding | — | — | — | 123,673 | I | By Spouse | |
| Common Stock | holding | — | — | — | 1,000,000 | I | By Trust | |
| Common Stock | holding | — | — | — | 15,000 | I | By Limited Partnerships |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On August 28, 2015 (the "Transfer Date"), the reporting person acquired shares of The Gap, Inc. common stock ("Gap Common Stock"), and cash in lieu of fractional shares, from certain trusts in exchange for assets (the "Transferred Assets") having an estimated fair market value of $102 million. An additional payment may be made in cash or a promissory note (a) by the trusts to the reporting person equal to the amount (if any) that the appraised fair market value of the Transferred Assets as of the Transfer Date exceeds their estimated fair market value, plus interest, or (b) by the reporting person to the trusts equal to the amount (if any) that the appraised fair market value of the Transferred Assets as of the Transfer Date is less than their estimated fair market value, plus interest. The $32.995 price per share was determined based on the estimated fair market value of the Transferred Assets, divided by the mean high/low price as reported by the NYSE.
- F2The reporting person is a general partner of Fisher Core Holdings L.P., a Delaware limited partnership ("Fisher Holdings") that owns the reported securities. As a general partner of Fisher Holdings, the reporting person may be deemed to have indirect beneficial ownership of all 81,000,000 shares of Gap Common Stock of which Fisher Holdings has beneficial ownership. However, the reporting person disclaims beneficial ownership of all shares of Gap Common Stock held by Fisher Holdings except to the extent of his direct and indirect pecuniary interest therein.