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UNITED STATES |
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SECURITIES AND EXCHANGE
COMMISSION |
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Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
The Gap, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
364760-10-8
(CUSIP Number)
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with copies to: |
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Jane A. Spray |
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Douglas D. Smith, Esq. |
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Pisces, Inc. |
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Gibson, Dunn & Crutcher LLP |
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1300 Evans Avenue, No. 880154 |
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One Embarcadero Center Suite 2600 |
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San Francisco, California 94188 |
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San Francisco, California 94111 |
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(415) 288-0540 |
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(415) 393-8200 |
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 7,
2024
(Date of Event Which Requires Filing of this Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ¨
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for
other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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1 |
Name of Reporting Person
I.R.S. Identification No. of Above Person
John J. Fisher |
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2 |
Check the Appropriate Box if a Member of a Group* |
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(a) |
¨ |
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(b) |
x |
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3 |
SEC Use Only |
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4 |
Source of Funds*
OO |
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5 |
Check
Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
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6 |
Citizenship or Place of Organization
United States |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With |
7 |
Sole Voting Power
36,811,453 |
8 |
Shared Voting Power
9,262,518 |
9 |
Sole Dispositive Power
47,849,675 |
10 |
Shared Dispositive Power
11,762,518 |
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11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
59,612,193 |
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12 |
Check
Box if the Aggregate Amount in Row (11) Excludes Certain Shares* ¨ |
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13 |
Percent of Class Represented by Amount in Row (11)
15.9% |
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14 |
Type of Reporting Person*
IN |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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1 |
Name of Reporting Person
I.R.S. Identification No. of Above Person
FCH TBML LLC |
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2 |
Check the Appropriate Box if a Member of a Group* |
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(a) |
¨ |
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(b) |
x |
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3 |
SEC Use Only |
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4 |
Source of Funds*
OO |
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5 |
Check
Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
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6 |
Citizenship or Place of Organization
Delaware |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With |
7 |
Sole Voting Power
23,400,000(1) |
8 |
Shared Voting Power
0 |
9 |
Sole Dispositive Power
27,000,000(1) |
10 |
Shared Dispositive Power
0 |
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11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
27,000,000(1) |
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12 |
Check
Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨ |
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13 |
Percent of Class Represented by Amount in Row (11)
7.2% |
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14 |
Type of Reporting Person*
OO |
(1) Beneficial ownership of the shares of Common Stock owned by
FCH TBML LLC is also attributable to John J. Fisher, sole manager of FCH TBML LLC, and thus is reported by more than one Reporting Person
pursuant to Rule 13d-3 under the Securities Exchange Act of 1934 (the “Act”).
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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”).
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
subject to, federal or state securities laws or finding any violation with respect to such laws.
f) John J. Fisher is a citizen of the United States.
FCH TBML LLC is a Delaware limited liability company.
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.
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 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.
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.
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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
ownership includes (a) 10,891,453 shares beneficially owned as trustee of trusts with sole dispositive and voting power, (b) 7,907,411
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 table above, John J. Fisher’s spouse separately owns 49,977
shares over which Mr. Fisher has no dispositive or voting control.
(2) FCH TBML LLC holds 27,000,000
shares of the Issuer’s Common Stock, which John J. Fisher, as the sole manager as described in (1) above of this Item 5, is
deemed to beneficially own.
c) Other than the transactions set forth in Exhibit 99.1
hereto, the Reporting Persons have not effected any transactions involving shares of Common Stock of the Issuer during the past 60 days.
d) 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 the Issuer’s 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 of the Issuer held by FCH TBML LLC but have the right to receive distributions as determined solely by John
J. Fisher in respect of their member interests in FCH TBML LLC. As reflected in Item 5 above, John J. Fisher also beneficially owns shares
held by partnerships or trusts established for the benefit of others.
e) Not Applicable
Item 6. Material to be Filed as Exhibits
Exhibit 1 — |
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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). |
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Exhibit 2 — |
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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). |
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Power of Attorney, dated December 16, 2016 (incorporated by reference to Exhibit 2 to the Reporting Persons’ Schedule 13D filed on January 3, 2017). |
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Exhibit 3 — |
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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). |
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Exhibit 99.1— |
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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* |
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John J. Fisher |
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Dated: |
June 7, 2024 |
FCH TBML LLC |
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By: |
/s/ Jane Spray* |
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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.
Exhibit 99.1
Transactions involving shares of Common Stock
of the Issuer during the past 60 days
On April 10, 2024, a trust of which John J. Fisher is a trustee
gifted 21,659 shares.
On May 29, 2024, a trust of which John J. Fisher is a trustee
gifted 2,500,000 shares to a trust of which John J. Fisher has sole voting power.
On May 29, 2024, a trust of which John J. Fisher has sole voting
power gifted 4,000,000 shares to a trust of which John J. Fisher has sole dispositive power.
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