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SCHEDULE 13D/A 0001104659-17-000291 0001079847 XXXXXXXX LIVE 8 Common Stock 03/10/2025 false 0000039911 364760108 The Gap, Inc Two Folsom Street San Francisco CA 94105 Jane Spray 415-288-0540 Pisces, Inc. 1300 Evans Avenue, No. 880154 San Francisco CA 94188 0001079847 N John J. Fisher b OO N X1 35086452.00 13310107.00 42784240.00 13310107.00 56094347.00 N 14.9 IN 0001692867 N FCH TBML LLC b OO N DE 0.00 0.00 0.00 0.00 0.00 N 0 OO Common Stock The Gap, Inc Two Folsom Street San Francisco CA 94105 This statement on Schedule 13D (this "Statement") relates to Common Stock, par value $0.05 per share (the "Common Stock"), of The Gap, Inc., a Delaware corporation (the "Issuer"). The address of the principal executive office of the Issuer is: Two Folsom Street, San Francisco, CA 94105. This Statement amends the prior statement on Schedule 13D filed by John J. Fisher and FCH TBML LLC with the Securities and Exchange Commission on January 3, 2017, and amended on May 19, 2017, November 2, 2018, April 10, 2020, April 8, 2022, September 2, 2022, September 20, 2023 and June 7, 2024 (as amended, the "Schedule 13D"). This Statement is filed jointly by John J. Fisher and FCH TBML LLC. John J. Fisher has voting and dispositive control with respect to the Common Stock owned by FCH TBML LLC of which he serves as the sole manager with sole voting and dispositive power. The foregoing persons are referred to collectively as the "Reporting Persons". Neither the filing of this Statement nor anything contained herein shall be construed as an admission that John J. Fisher or FCH TBML LLC constitute a "person" for any purpose other than Section 13(d) of the Securities Exchange Act of 1934, or that John J. Fisher and FCH TBML LLC or any other person constitute a "group" for any purpose. Upon the internal distribution of shares of Common Stock from FCH TBML LLC to Mr. Fisher, FCH TBML LLC no longer beneficially owns more than five percent of the outstanding shares of Common Stock of the Issuer. Accordingly, FCH TBML LLC shall cease to be a Reporting Person immediately upon the filing of this Amendment No. 8 to the Schedule 13D. Mr. Fisher will continue filing statements on Schedule 13D with respect to his beneficial ownership of securities of the Issuer to the extent required by applicable law. The address of the principal business office for each of the Reporting Persons is c/o Pisces, Inc., 1300 Evans Avenue, No. 880154, San Francisco, California 94188. John J. Fisher is executive vice chairman of Pisces, Inc., which is a family management company. The business address of Pisces, Inc. is 1300 Evans Avenue, No. 880154, San Francisco, California 94188. FCH TBML LLC is a Delaware limited liability company private investment entity of which John J. Fisher is sole manager and a member. During the last five years, the Reporting Persons have not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, the Reporting Persons have not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. John J. Fisher is a citizen of the United States. FCH TBML LLC is a Delaware limited liability company. The Reporting Persons are deemed to beneficially own certain shares of Common Stock of the Issuer as reflected in this Statement. No consideration was used to acquire beneficial ownership of the shares of Common Stock of the Issuer by FCH TBML LLC or John J. Fisher. This Statement is filed on behalf of the Reporting Persons to update the beneficial ownership information from that reported in the Schedule 13D. The Reporting Persons review their respective investments in the Issuer on a continuing basis and may, at any time, consistent with the obligations of the Reporting Persons under the federal securities laws, determine to increase or decrease their respective ownership of shares of the Issuer's Common Stock through purchases or sales of such Common Stock of the Issuer in the open market, in privately negotiated transactions or by gift or other transfers as circumstances dictate. From time to time, John J. Fisher has transferred shares to various entities controlled by him, disposed of certain shares to third parties by gift and sold shares of Issuer Common Stock in the open market and in privately negotiated transactions, and John J. Fisher may do so in the future. The review of his investment in the Issuer by John J. Fisher will depend on various factors, including the Issuer's business prospects, other developments concerning the Issuer, alternative investment opportunities, general economic conditions, money and stock market conditions, and any other facts and circumstances which may become known to John J. Fisher regarding his investment in the Issuer. At the time of filing this Statement, John J. Fisher has no plans to sell or to purchase additional shares of Common Stock of the Issuer in the open market or in privately negotiated transactions but may engage in such transactions in the future. At the time of the filing of this Statement, except as disclosed herein, John J. Fisher has no present plans or proposals in his capacity as a stockholder which relate to or would result in (i) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer, (ii) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries, (iii) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries, (iv) any change in the Board of Directors or management of the Issuer or any of its subsidiaries, (v) any material change in the present capitalization or dividend policy of the Issuer, (vi) any other material change in the Issuer's business or corporate structure; (vii) changes in the Issuer's charter or bylaws or other actions which may impede the acquisition of control of the Issuer by any person, (viii) causing a class of securities of the Issuer to be delisted from a national securities exchange or cease to be quoted in an inter-dealer quotation system of a registered national securities association, (ix) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act or (x) any action similar to any of those described above. As of the date of this Statement, the Reporting Persons beneficially own, have the sole or shared power to vote, and have the sole or shared dispositive power over, respectively, the number of shares of Common Stock listed below, representing approximately the percentage of shares of Common Stock of the Issuer outstanding as of November 19, 2024 identified below. As reported by the Issuer, there were approximately 377,121,870 shares of Common Stock outstanding as of November 19, 2024. (1) John J. Fisher's beneficial ownership includes (a) 13,066,452 shares beneficially owned as trustee of trusts with sole dispositive and voting power, (b) 11,906,300 shares beneficially owned as a co-trustee of trusts of which he shares dispositive and voting power (including shares held by the trusts through a limited liability company), (c) 31,518 shares owned as community property with his spouse with shared dispositive and voting power, (d) 7,697,788 shares for which John J. Fisher has proxies granting him sole dispositive power, (e) 1,372,289 shares beneficially owned as a co-trustee of trusts organized exclusively for charitable purposes over which he shares dispositive and voting power, and (f) 22,020,000 shares beneficially owned through Delaware limited partnerships over which he has sole dispositive and voting power. In addition to the shares identified in the table above, John J. Fisher's spouse separately owns 50,852 shares over which Mr. Fisher has no dispositive or voting control. (2) FCH TBML LLC does not hold any shares of Common Stock. On March 10, 2025, FCH TBML LLC effected a pro rata distribution of 27,000,000 shares of Common Stock for no consideration. John J. Fisher continues to have sole dispositive and voting power over these shares of Common Stock following the distribution. Other persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, certain shares of Common Stock that are beneficially owned by the Reporting Persons. Specifically, but without limitation, members have no voting or dispositive power over the shares of Common Stock held by certain limited partnerships but have the right to receive distributions as determined solely by John J. Fisher in respect of their partnership interests in such limited partnerships. As reflected in Item 5 above, John J. Fisher also beneficially owns shares held by partnerships or trusts established for the benefit of others. FCH TBML LLC ceased to be the beneficial owner of more than five percent of the shares of Common Stock on March 10, 2025. Exhibit 1 -- Joint Filing Agreement by and between John J. Fisher and FCH TBML LLC dated January 3, 2017 (incorporated by reference to Exhibit 1 to the Reporting Persons' Schedule 13D filed on January 3, 2017). Exhibit 2 -- Power of Attorney, dated December 15, 1998 (incorporated by reference to Exhibit A to John J. Fisher's Schedule 13G filed on February 12, 2002 with SEC Accession Number 0000912057-02-005134). Power of Attorney, dated December 16, 2016 (incorporated by reference to Exhibit 2 to the Reporting Persons' Schedule 13D filed on January 3, 2017). Exhibit 3 -- Form of Irrevocable Proxy granted by FCH TBML LLC (incorporated by reference to Exhibit 3 to the Reporting Persons' Schedule 13D filed on January 3, 2017). Exhibit 99.1 -- Transactions involving shares of Common Stock of the Issuer during the past 60 days. John J. Fisher /s/ Jane Spray Attorney-in-Fact 03/12/2025 FCH TBML LLC /s/ Jane Spray Attorney-in-Fact 03/12/2025 This Schedule 13D/A was executed by Jane Spray as Attorney-in-Fact for (i) John J. Fisher pursuant to the Power of Attorney granted thereby as previously filed with John J. Fisher's Schedule 13G filed with the SEC on February 12, 2002 and (ii) John J. Fisher and FCH TBML LLC pursuant to the Power of Attorney granted thereby as previously filed with the Reporting Persons' Schedule 13D filed with the SEC on January 3, 2017.