Fisher Amends Gap Inc. 13D Filing

TL;DR

Fisher updated his stake in GAP. Keep an eye on this.

AI Summary

On June 7, 2024, John J. Fisher filed an amendment (Amendment No. 7) to Schedule 13D for The Gap, Inc. The filing indicates a change in beneficial ownership of Gap Inc. common stock. The filing was made by Fisher, who is associated with Pisces, Inc., and provides contact information for both himself and legal counsel at Gibson, Dunn & Crutcher LLP.

Why It Matters

This filing signals a potential shift or confirmation of significant stakeholding by John J. Fisher in Gap Inc., which could influence investor sentiment and corporate strategy.

Risk Assessment

Risk Level: medium — Amendments to Schedule 13D filings often indicate changes in significant shareholder positions, which can lead to increased volatility.

Key Players & Entities

• John J. Fisher (person) — Filer of the Schedule 13D/A
• The Gap, Inc. (company) — Subject company
• Pisces, Inc. (company) — Associated with John J. Fisher
• Gibson, Dunn & Crutcher LLP (company) — Legal counsel for the filer

FAQ

Key Financial Figures

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

Filing Documents

• tm2416731d1_sc13da.htm (SC 13D/A) — 55KB
• tm2416731d1_ex99-1.htm (EX-99.1) — 2KB
• 0001104659-24-069678.txt ( ) — 58KB

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 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 and September 20, 2023 (as amended, the “Schedule 13D”).

Identity and Background

Item 2. Identity and Background a) 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 over approximately 86.66% of those shares of Common Stock. 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. 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) 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. (2) FCH TBML LLC is a Delaware limited liability company private investment entity of which John J. 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 order enjoining future violations of, or prohibiting or mandating activities f) John J. Fisher is a citizen of the United States. FCH TBML LLC is a Delaware limited liability company.

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 TBML LLC or John J. 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, 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 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) an

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 John J. Fisher(1) 59,612,193 15.9 % 36,811,453 47,849,675 9,262,518 11,762,518 FCH TBML LLC(2) 27,000,000 7.2 % 23,400,000 27,000,000 0 0 (1) John J. Fisher’s beneficial 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) 20,000 shares beneficially owned through Delaware limited partnerships over which John J. Fisher has sole dispositive and voting power, (d) 31,518 shares owned as community property with his spouse with shared dispositive and voting power, (e) 9,938,222 shares for which John J. Fisher has proxies granting him sole dispositive power, (f) 2,500,000 shares beneficially owned as a trustee of a trust of which he has sole voting and shared dispositive power, (g) 1,323,589 shares beneficially owned as a co-trustee of trusts organized exclusively for charitable purposes over which he shares dispositive and voting power, and (h) 27,000,000 shares owned by FCH TBML LLC of which John J. Fisher is the sole manager with sole voting and dispositive power over 23,400,000 shares. In addition to the shares identified in the

Material to be Filed as Exhibits

Item 6. Material to be Filed as Exhibits 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. 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: June 7, 2024 By: /s/ Jane Spray* John J. Fisher Dated: June 7, 2024 FCH TBML LLC By: /s/ Jane Spray* For: FCH TBML LLC * 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.

View Full Filing

View this SC 13D/A filing on SEC EDGAR