Fisher Amends Gap Inc. 13D Filing

TL;DR

Fisher updated his Gap Inc. filing - could be buying/selling, watch this.

AI Summary

William Sydney Fisher, through Pisces, Inc., has amended their Schedule 13D filing for The Gap, Inc. on May 29, 2024. This amendment, the eighth for this filing, indicates a change in the reporting person's holdings or intentions regarding Gap Inc. stock. The filing does not specify the exact number of shares or percentage of ownership, but it is an update to a previously filed beneficial ownership report.

Why It Matters

This filing signifies a potential shift in a significant shareholder's stake or strategy concerning Gap Inc., which could influence market perception and stock price.

Risk Assessment

Risk Level: medium — Amendments to 13D filings often signal changes in a major shareholder's intentions, which can lead to increased stock volatility.

Key Players & Entities

• William Sydney Fisher (person) — Reporting Person
• Pisces, Inc. (company) — Filing Entity
• The Gap, Inc. (company) — Subject Company
• May 29, 2024 (date) — Date of Event

FAQ

Key Financial Figures

• $0.05 — uo;) relates to Common Stock, par value $0.05 per share (the “Common Stock&rdqu

Filing Documents

• tm2416184d1_sc13da.htm (SC 13D/A) — 57KB
• tm2416184d1_ex99-1.htm (EX-99.1) — 1KB
• 0001104659-24-067318.txt ( ) — 60KB

Security and Issuer

Item 1. Security and Issuer 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 William S. Fisher and FCH TBMS LLC with the Securities and Exchange Commission on January 3, 2017, and amended on May 19, 2017, March 22, 2019, June 7, 2019, April 10, 2020, April 8, 2022, September 2, 2022 and September 20, 2023 (as amended, the “Schedule 13D”).

Identity and Background

Item 2. Identity and Background a) This Statement is filed jointly by William S. Fisher and FCH TBMS LLC. William S. Fisher has voting and dispositive control with respect to the Common Stock owned by FCH TBMS LLC of which he serves as the sole manager with sole dispositive power and with sole voting 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 William S. Fisher or FCH TBMS LLC constitute a “person” for any purpose other than Section 13(d) of the Securities Exchange Act of 1934, or that William S. Fisher and FCH TBMS LLC or any other person constitute a “group” for any purpose. b) 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. c) (1) William S. Fisher is a managing director of Manzanita Capital Ltd., a private equity investment firm, and a member of the Board of Directors of the Issuer, which is a collection of lifestyle brands offering apparel, accessories, and personal care products for women, men, and children under the Old Navy, Gap, Banana Republic, and Athleta brands. The business address of Manzanita Capital Ltd. is 3rd Floor, 43 Great Marlborough Street London W1F 7JL. The business address of the Issuer is Two Folsom Street, San Francisco, California 94105. (2) FCH TBMS LLC is a Delaware limited liability company private investment entity of which William S. Fisher is sole manager and a member. d) & e) During the last five years, the Reporting Persons (i) have not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) and (ii) 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 or

Source and Amount of Funds or

Item 3. Source and Amount of Funds or Other Consideration 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 TBMS LLC or William S. Fisher, other than exercise prices paid upon exercises of Issuer stock options for certain shares of Common Stock previously acquired by William S. Fisher.

Purpose of Transaction

Item 4. Purpose of Transaction 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, William S. 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 the Reporting Persons may do so in the future. The review of their investments in the Issuer by the Reporting Persons 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 the Reporting Persons regarding their respective investments in the Issuer. At the time of filing this Statement, the Reporting Persons have 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 in this Statement, the Reporting Persons have no present plans or proposals in their capacity as stockholders 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)

Interest in Securities of the

Item 5. Interest in Securities of the Issuer a), b) 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 May 23, 2024 identified below. As reported by the Issuer, there were approximately 375,066,614 shares of Common Stock outstanding as of May 23, 2024. Total Shares Percentage of Total Outstanding Sole Voting Power Sole Dispositive Power Shared Voting Power Shared Dispositive Power William S. Fisher(1) 62,900,935 16.8 % 52,148,364 42,210,142 8,252,571 10,752,571 FCH TBMS LLC(2) 27,000,000 7.2 % 27,000,000 27,000,000 0 0 (1) William S. Fisher’s beneficial ownership includes (a) 46,777 shares to be issued upon settlement of stock units (and related dividend equivalent rights) which are subject to a three-year deferral period but would be issued immediately upon his resignation or retirement over which he has sole dispositive and voting power, (b) 15,148,365 shares beneficially owned as trustee of trusts with sole dispositive and voting power, (c) 49,982 shares owned as community property with his spouse with shared dispositive and voting power, (d) 15,000 shares beneficially owned through Delaware limited partnerships over which William S. Fisher has sole dispositive and voting power, (e) 9,938,222 shares for which William S. Fisher has proxies granting him sole voting power, (f) 2,500,000 shares beneficially owned as a trustee of a trust of which he shares dispositive power, (g) 2,190,000 shares beneficially owned as a co-trustee of trusts organized exclusively for charitable purposes over which he shares dispositive and voting power, (h) 6,012,589 shares beneficially owned as a co-trustee of trusts of which he shares dispositive and

Contracts, Arrangements, Understandings

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer As a non-employee director of the Issuer, William S. Fisher is entitled to certain equity compensation arrangements generally applicable to the Issuer’s non-employee directors as disclosed in the Issuer’s Proxy Statements on Schedule 14A filed with the SEC. William S. Fisher holds stock units and related dividend equivalent rights for 46,777 shares of Common Stock awarded for service as a director of the Issuer, subject to stock unit agreements, the forms of which have been filed with the SEC by the Issuer. Pursuant to other irrevocable proxies, Mr. William S. Fisher has sole voting rights pertaining to 9,938,222 shares of Common Stock held by Mr. John J. Fisher through trusts. Each irrevocable proxy terminates upon the date the applicable trust no longer owns equity securities of the Issuer. The foregoing description is only a summary, and is qualified in its entirety by reference to the complete text of the irrevocable proxy, the form of which is attached as Exhibit 7 to the Schedule 13D/A filed on June 10, 2016 by Fisher Core Holdings L.P., Mr. William S. Fisher and other reporting persons.

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits Exhibit 1 — Joint Filing Agreement by and between William S. Fisher and FCH TBMS 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 3 to William S. Fisher’s Schedule 13D filed on August 6, 2004 with SEC Accession Number 0001104659-04-022818). Power of Attorney, dated December 15, 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 (incorporated by reference to Exhibit 3 to the Reporting Persons’ Schedule 13D filed on January 3, 2017). Exhibit 4 — Form of Irrevocable Proxy dated June 2016 granted by trusts (incorporated by reference to Exhibit 7 to the Schedule 13D/A filed on June 10, 2016 by Fisher Core Holdings L.P., Mr. William S. Fisher and other reporting persons). Exhibit 99.1 — Transactions involving shares of Common Stock of the Issuer during the past 60 days. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: May 31, 2024 By: /s/ Jane Spray* William S. Fisher Dated: May 31, 2024 FCH TBMS LLC By: /s/ Jane Spray* For: FCH TBMS LLC * This Schedule 13D/A was executed by Jane Spray as Attorney-in-Fact for (i) William S. Fisher pursuant to the Power of Attorney granted thereby as previously filed with William S. Fisher’s Schedule 13D filed with the SEC on August 6, 2004 and (ii) William S. Fisher and FCH TBMS 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.

View Full Filing

View this SC 13D/A filing on SEC EDGAR