0001179110-15-012802.txt : 20150901 0001179110-15-012802.hdr.sgml : 20150901 20150901161836 ACCESSION NUMBER: 0001179110-15-012802 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150828 FILED AS OF DATE: 20150901 DATE AS OF CHANGE: 20150901 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: GAP INC CENTRAL INDEX KEY: 0000039911 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-FAMILY CLOTHING STORES [5651] IRS NUMBER: 941697231 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 BUSINESS ADDRESS: STREET 1: TWO FOLSOM STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94105 BUSINESS PHONE: 6509524400 MAIL ADDRESS: STREET 1: TWO FOLSOM STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94105 FORMER COMPANY: FORMER CONFORMED NAME: GAP STORES INC DATE OF NAME CHANGE: 19850617 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FISHER WILLIAM SYDNEY CENTRAL INDEX KEY: 0001217081 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-07562 FILM NUMBER: 151087540 MAIL ADDRESS: STREET 1: C/O PISCES INC STREET 2: ONE MARITIME PLAZA STE 1400 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 4 1 edgar.xml FORM 4 - X0306 4 2015-08-28 0 0000039911 GAP INC GPS 0001217081 FISHER WILLIAM SYDNEY ONE MARITIME PLAZA, SUITE 1400 SAN FRANCISCO CA 94111 1 0 1 0 Common Stock 2015-08-28 4 P 0 4929504 32.995 A 11829488 D Common Stock 27000000 I By Fisher Core Holdings L.P. Common Stock 162477 I By Spouse Common Stock 1600000 I By Trust Common Stock 367014 I By Trust Common Stock 15000 I By Limited Partnerships On 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 $163 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. The 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. Jane Spray, Attorney-in-fact 2015-08-31