Amendment to General Statement of Beneficial Ownership — Sch. 13D Filing Table of Contents
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SC 13D/A — Amendment to General Statement of Beneficial Ownership
(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 o.
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.
NAME
OF REPORTING PERSON I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
John
J. Fisher
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
x
(b)
o
3
SEC
USE ONLY
4
SOURCE
OF FUNDS*
OO
5
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
o
6
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
7
SOLE
VOTING POWER
16,863,672
8
SHARED
VOTING POWER
98,662,714(1)
9
SOLE
DISPOSITIVE POWER
16,863,672
10
SHARED
DISPOSITIVE POWER
98,662,714(1)
11
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
115,526,386(1)
12
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
o
13
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.3%
14
TYPE
OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE
FILLING
OUT!
Page
6
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11
Pages
(1) This
includes 81,000,000 shares held by Fisher Core Holdings L.P. over which Robert
J. Fisher, William S. Fisher and John J. Fisher, as general partners thereof,
share dispositive and voting power. Robert J. Fisher, William S.
Fisher and John J. Fisher each disclaim individual beneficial ownership of the
shares held by Fisher Core Holdings L.P., except to the extent of each person’s
actual ownership interest in Fisher Core Holdings L.P. although all shares held
by Fisher Core Holdings L.P. are included in the amounts specified by each
Reporting Person above. The numbers and shares shown on the preceding
pages and in Item 5 below also reflect multiple counting of certain shares since
beneficial ownership of those shares is attributable to more than one Reporting
Person by Rule 13d-3 under the Securities Exchange Act of 1934 (the “Act”), as
further described in Item 5 below.
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, CA94105.
This
Statement amends the prior statement on Schedule 13D filed by Fisher Core
Holdings L.P., a Delaware limited partnership, Robert J. Fisher, William S.
Fisher and John J. Fisher (each, with the trusts for which such individual is
the trustee, a “Reporting Person” and, collectively, the “Reporting Persons”)
with the Securities and Exchange Commission on August 6, 2004 and amended on
March 16, 2006, January 29, 2007, August 22, 2007, March 4, 2008, October 1,2008, March 20, 2009 and November 27, 2009 (as amended, the “Schedule
13D”). The disclosure made herein supersedes and replaces the prior
statements on Schedule 13D.
Item
2. Identity
and Background
a) This
Statement is filed on behalf of the Reporting Persons to update the Issuer share
ownership information with respect to each Reporting Person from that previously
reported in the Schedule 13D, to disclose the transfer by gift of the limited
partnership units by Doris F. Fisher, through trusts for which Doris F. Fisher
serves as trustee, to trusts for which the Reporting Persons are trustee, as
more fully described in Items 4 and 6 below, and to disclose the amendments to,
and the subsequent termination by their terms of, the Purchase Agreements (as
defined in Item 6 below) by and between the Issuer and each of Robert J. Fisher
and John J. Fisher.
The
individual Reporting Persons are parties to a Limited Partnership Agreement (as
amended, the “LP Agreement”), dated August 4, 2004 forming Fisher Core Holdings
L.P. Pursuant to the LP Agreement, Robert J. Fisher, William S.
Fisher and John J. Fisher, either through trusts or individually, are the
general partners of Fisher Core Holdings L.P. The LP Agreement
provides that any decisions on voting and/or disposition of the shares of Common
Stock of the Issuer held by Fisher Core Holdings L.P. will require a majority
vote of the general partners. Limited partners have no voting or
dispositive control over any shares held by Fisher Core Holdings
L.P. All references to the LP Agreement are qualified in their
entirety by reference to the LP Agreement and amendment included as Exhibits 1
and 12 to this Statement, each of which is incorporated by reference
herein.
As
general partners of Fisher Core Holdings L.P., the Reporting Persons may be
deemed to beneficially own the shares of Common Stock of the Issuer beneficially
owned by Fisher Core Holdings L.P. Accordingly, the Reporting Persons
may be deemed to constitute a “group” under Section 13(d) of the Act, with
respect to their beneficial ownership of the shares of Common Stock of the
Issuer. However, the Reporting Persons expressly declare that the
filing of this Statement is not intended as, and should not be deemed to be, an
admission that any Reporting Person, for purposes of Section 13(d) of the Act or
otherwise, is the individual beneficial owner of the shares of Common Stock of
the Issuer held by other members of the group, except to the extent of each
general partner’s ownership interest in Fisher Core Holdings L.P.
b) The
address of the principal business and principal office for the Reporting Persons
is c/o Pisces, Inc., One Maritime Plaza, Suite 1400, San Francisco,
CA94111.
c) (1) Robert
J. Fisher is a managing director of Pisces, Inc., which is a family management
company, and a member of the Board of Directors of the Issuer, which is a
leading global specialty retailer offering clothing, accessories and personal
care products for men, women, children and babies. The business
address of Pisces, Inc. is One Maritime Plaza, Suite 1400, San Francisco, CA94111. The business address of the Issuer is Two Folsom Street, SanFrancisco, CA94105.
(2) John J. Fisher is
principally employed as President of Pisces, Inc., which is a family management
company. The business address of Pisces, Inc. is One Maritime Plaza,
Suite 1400, San Francisco, CA94111.
(3) 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 leading global
specialty retailer offering clothing, accessories and personal care products for
men, women, children and babies. The business address of the Issuer
is Two Folsom Street, San Francisco, CA94105.
Page
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(4) Fisher Core Holdings
L.P. is a limited partnership formed for the purpose of holding, managing and
voting the shares of Common Stock of the Issuer as directed by its general
partners.
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) or (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) The
following Reporting Persons are citizens of the United States: Robert
J. Fisher, William S. Fisher and John J. Fisher. Fisher Core Holdings
L.P. is a Delaware limited partnership.
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, including shares beneficially
owned by the other Reporting Persons, as general partners of Fisher Core
Holdings L.P. No consideration was used to acquire beneficial
ownership of the shares of Common Stock of the Issuer which the Reporting
Persons are deemed to have acquired beneficial ownership of as a result of
having entered into the LP Agreement or otherwise since the filing of the
Schedule 13D.
In
addition to the shares that the Reporting Persons are deemed to have acquired
beneficial ownership of through the LP Agreement, Robert J. Fisher, William S.
Fisher and John J. Fisher also acquired shares of Common Stock of the Issuer
prior to the registration of such shares under the Act or by
gift. Robert J. Fisher and William S. Fisher have also previously
acquired shares of Common Stock of the Issuer upon the exercise of
options. All such shares were acquired with personal
funds.
From time
to time, the Reporting Persons have transferred shares to various entities
controlled by them, 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.
Item
4. Purpose
of Transaction
This
Statement is being filed to update the share ownership information with respect
to each Reporting Person, to disclose the transfer by gift of the limited
partnership units in Fisher Core Holdings L.P. to trusts for which the Reporting
Persons are trustee, as more fully described in this Item 4 and Item 6 below,
and to disclose the amendments to, and the subsequent termination by their terms
of, the Purchase Agreements by and between the Issuer and each of Robert J.
Fisher and John J. Fisher, as more fully described in Item 6
below. Pursuant to the LP Agreement, Robert J. Fisher, William S.
Fisher and John J. Fisher, either through trusts or individually, are the
general partners of Fisher Core Holdings L.P. On March 29, 2010,
Doris F. Fisher, as trustee of trusts that were limited partners, transferred by
gift the 66,000 limited partnership units in Fisher Core Holdings L.P. to
trusts, for each of which, a Reporting Person serves as trustee. As a
result, trusts for which the Reporting Persons are the trustees are the
limited partners of the partnership. All references to the LP
Agreement and the LP Amendment are qualified in their entirety by reference to
the LP Agreement and LP Amendment included as Exhibit 1 and Exhibit 12,
respectively, to this Statement, which are incorporated by reference
herein.
The
Reporting Persons intend to 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. The review
of their respective 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 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 Schedule 13D, other than as disclosed in this
Statement, the Reporting Persons have no present plans or proposals which relate
to or would result in (i) an extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the Issuer or any of its
subsidiaries, (ii) a sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries, (iii) any change in the board of
directors or management of the Issuer or any of its subsidiaries, (iv) any
material change in the present capitalization or dividend policy of the Issuer,
(v) any other material change in the Issuer’s business or corporate
structure; (vi) changes in the Issuer’s charter or bylaws or other actions
which may impede the acquisition of control of the Issuer by any person,
(vii) causing a series 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, (viii) a series of
equity securities of the Issuer becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Act or (ix) any action
similar to any of those described above. However, Robert J. Fisher
and William S. Fisher, as members of the Board of Directors of the Issuer, may,
in such capacity, from time to time, be involved in discussions which relate to
the transactions described in this Item 4 and thus retain their right to modify
their plans with respect to the transactions described in this Item 4, to
acquire or dispose of securities of the Issuer and to formulate plans and
proposals which could result in the occurrence of any such events, subject to
applicable laws and regulations. The Reporting Persons disclaim any
obligation to report on any plans with respect to the transactions described in
this Item 4 that develop as a result of any Reporting Person’s involvement in
the ongoing management as an officer or director of the Issuer and participation
in decisions regarding the Issuer’s transactions.
Page
8
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11
Pages
Each of
these Reporting Persons may sell or otherwise dispose of shares of the Issuer’s
Common Stock from time to time as circumstances dictate and reserves the right
to change its or his plans and intentions at any time.
Item
5. Interest
in Securities of the Issuer
a) The
Reporting Persons beneficially own the number of shares of Common Stock of the
Issuer listed below, representing approximately the percentage of shares of
Common Stock of the Issuer outstanding as of March 22, 2010. There
were approximately 667,420,104 shares of Common Stock of the Issuer outstanding
as of March 22, 2010 as reported in the Issuer’s Annual Report on Form
10-K.
Shares*
Percentage of Total
Outstanding
Fisher
Core Holdings L.P.
81,000,000
(1)
12.1
%
Robert
J. Fisher
109,281,093
(2)
16.4
%
William
S. Fisher
108,037,412
(3)
16.2
%
John
J. Fisher
115,526,386
(4)
17.3
%
(1)
Fisher Core Holdings L.P. holds 81,000,000 shares of the Issuer’s Common Stock
over which Robert J. Fisher, William S. Fisher and John J. Fisher, as general
partners, share dispositive and voting power. Robert J. Fisher,
William S. Fisher and John J. Fisher each disclaims individual beneficial
ownership of the shares held by Fisher Core Holdings L.P., except to the extent
of each person’s or trust’s actual ownership interest in Fisher Core Holdings
L.P.
(2)
Robert J. Fisher’s beneficial ownership includes (a) 40,916 shares which
may be acquired upon exercise of options within the next 60 days,
(b) 22,312 shares to be issued upon settlement of stock units which are
subject to a three-year deferral period but would be issued immediately upon the
resignation or retirement of the Reporting Person, (c) 17,657,263 shares
beneficially owned through trusts*, (d) 2,634,566 shares owned as community
property and (e) 81,000,000 shares owned by Fisher Core Holdings L.P. as
discussed in (1) above. In addition to the shares identified in the
Table above, Robert J. Fisher’s spouse separately owns 121,249 shares over which
Mr. Fisher has no voting or dispositive control.
(3)
William S. Fisher’s beneficial ownership includes (a) 3,809 shares to be
issued upon settlement of stock units which are subject to a three-year deferral
period but would be issued immediately upon the resignation or retirement of the
Reporting Person, (b) 367,014 shares beneficially owned through a trust for his
benefit, (b) 17,661,007 shares beneficially owned through other trusts*, (c)
639,196 shares owned as community property, (d) 8,513 shares beneficially owned
and held in a 401(k) account and (e) 81,000,000 shares owned by Fisher Core
Holdings L.P. as discussed in (1) above. In addition to the shares
identified in the Table above, William S. Fisher’s spouse separately owns
160,053 shares over which Mr. Fisher has no voting or dispositive
control.
(4) John
J. Fisher’s beneficial ownership includes (a) 442,014 shares beneficially owned
through a trust for his benefit, (b) 17,662,714 shares beneficially owned
through other trusts*, and (c) 81,000,000 shares owned by Fisher Core
Holdings L.P. as discussed in (1) above. In addition to the shares
identified in the Table above, John J. Fisher’s spouse separately owns 39,844
shares over which Mr. Fisher has no voting or dispositive
control.
* The
17,657,263 shares held by Robert J. Fisher as trustee of trusts for other
beneficiaries, the 17,662,714 shares held by John J. Fisher as trustee of trusts
for other beneficiaries, and the 17,661,007 shares by William S. Fisher as
trustee of trusts for other beneficiaries actually represent an aggregate
26,490,492 shares of the Issuer’s outstanding Common Stock as a result of shared
voting and dispositive power.
Page
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The
Reporting Persons expressly disclaim that they have agreed to act together and
do not have voting or dispositive power over shares of the Issuer other than as
described in this Statement. The filing of this Statement by the
Reporting Persons should not be considered an admission that such Reporting
Persons, for purposes of Section 13(d) of the Act, are the individual beneficial
owners of any shares of Common Stock of the Issuer included in this Statement in
which such Reporting Persons do not have any ownership and economic
interest.
b) As
of the date of this Statement, the Reporting Persons have the sole power to vote
and sole dispositive power over the number of shares of the Common Stock of the
Issuer listed below, which represents approximately the listed percentage of the
total outstanding shares of Common Stock of the Issuer based upon the number of
shares outstanding as of March 22, 2010. As of the date of this
Statement, pursuant to the LP Agreement, the Reporting Persons have shared power
to vote and shared dispositive power over the number of shares of the Issuer’s
Common Stock listed below, which represents approximately the listed percentage
of the outstanding shares of Common Stock of the Issuer based upon the number of
shares outstanding as of March 22, 2010 reported by the Issuer.
Sole Power Shares
Percentage of Total
Outstanding
Fisher
Core Holdings L.P.
0
(1)
0.0
%
Robert
J. Fisher
7,989,264
(2)
1.2
%
William
S. Fisher
8,728,696
(3)
1.3
%
John
J. Fisher
16,863,672
(4)
2.5
%
Shared Power Shares*
Percentage of Total
Outstanding
Fisher
Core Holdings L.P.
81,000,000
(1)
12.1
%
Robert
J. Fisher
101,291,829
(2)
15.2
%
William
S. Fisher
99,308,716
(3)
14.9
%
John
J. Fisher
98,662,714
(4)
14.8
%
c) Other
than the transactions reported immediately below, the Reporting Persons have not
effected any transactions involving shares of Common Stock of the Issuer during
the past 60 days.
On March5, 2010, (i) Robert J. Fisher sold 177,259 shares of Common Stock to the
Issuer in a private transaction at a sales price of $20.0542 per share, and
(ii) John J. Fisher sold 268,103 shares of Common Stock to the Issuer in a
private transaction at a sales price of $20.0542 per share. On March8, 2010, (i) Robert J. Fisher sold 16,563 shares of Common Stock to the
Issuer in a private transaction at a sales price of $21.5715 per share, and
(ii) John J. Fisher sold 25,051 shares of Common Stock to the Issuer in a
private transaction at a sales price of $21.5715 per share. Each of these
transactions was completed pursuant to the Purchase Agreements by and between
each of Robert J. Fisher and John J. Fisher and the Issuer entered into as part
of the Issuer stock repurchase program.
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 of the shares of the
Issuer’s Common Stock of the Issuer that are beneficially owned by the Reporting
Persons. Specifically but without limitation, limited partners do not
have voting or dispositive power over the shares of Common Stock of the Issuer
held by Fisher Core Holdings L.P. but have the right to receive distributions
relating to their limited partnership interests in Fisher Core Holdings
L.P.
e) Not
Applicable
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Item
6. Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the
Issuer
As
non-employee directors of the Issuer, Messrs. Robert and William Fisher are
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.
Robert J.
Fisher holds options to purchase 40,916 shares of Common Stock awarded to him as
a director of the Issuer subject to option agreements, the form of which have
been filed with the SEC by the Issuer. In addition, Mr. Robert Fisher
holds stock units with respect to 22,312 shares of Common Stock awarded to him
as a director of the Issuer, subject to stock unit agreements, the forms of
which have been filed with the SEC by the Issuer.
William
S. Fisher holds stock units for 3,809 shares of Common Stock awarded to him as a
director of the Issuer subject to stock unit agreements, the forms of which have
been filed with the SEC by the Issuer. The Reporting Persons are
parties to the LP Agreement to form Fisher Core Holdings L.P. All
references to the LP Agreement, as amended, are qualified in their entirety by
reference to the LP Agreement and amendment included as Exhibits 1 and 12,
respectively, to the Schedule 13D, which are incorporated by reference
herein.
In
connection with the approval of a share purchase program by the Board of the
Directors of the Issuer on November 17, 2009, each of Robert J. Fisher and John
J. Fisher separately entered into stock purchase agreements with the Issuer,
which were each subsequently amended on February 1, 2010 to provide for the
agreements’ termination in the event of the death of the applicable Reporting
Person (as amended, the “Purchase Agreements”) and later terminated pursuant to
their terms. All references to the Purchase Agreements are qualified
in their entirety by reference to the Purchase Agreements incorporated by
reference as Exhibits 13 and 14, including the amendments incorporated by
reference as Exhibits 15 and 16, to this Statement.
Other
than as referenced in this Statement and the Joint Filing Agreement, there are
as of the date of this Statement, no contracts, arrangements, understandings or
relationships (legal or otherwise) between the Reporting Persons and any person,
to which a Reporting Person is a party, with respect to any securities of the
Issuer beneficially owned by such Reporting Person, including, but not limited
to, transfer or voting of any of the securities of the Issuer, finder’s fees,
joint ventures, loan or option arrangements, puts or calls, guarantees of
profits, division of profits or loss or the giving or withholding of proxies, or
a pledge or contingency the occurrence of which would give another person voting
power or investment power over the Common Stock of the Issuer to the best
knowledge of the Reporting Persons.
Joint
Filing Agreement by and among Robert J. Fisher, William S. Fisher, John J.
Fisher and Fisher Core Holdings L.P., dated August 5, 2004 (incorporated
by reference to Exhibit 2 to the Reporting Persons’ Schedule 13D filed on
August 6, 2004).
Amendment
to Limited Partnership Agreement of Fisher Core Holdings L.P., dated March20, 2009.
Exhibit
13 –
Purchase
Agreement with Robert J. Fisher dated November 17, 2009 (incorporated by
reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the
Issuer with the SEC on November 19,2009).
Exhibit
14 –
Purchase
Agreement with John J. Fisher dated November 17, 2009 (incorporated by
reference to Exhibit 10.2 to the Current Report on Form 8-K filed by the
Issuer with the SEC on November 19,2009).
Amendment
to Purchase Agreement with John J. Fisher, dated February 1,2010.
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.
* This
Schedule 13D/A was executed by Jane Spray as Attorney-in-Fact for Fisher Core
Holdings L.P., Robert J. Fisher, William S. Fisher and John J. Fisher pursuant
to the Powers of Attorney granted thereby as previously filed with the Reporting
Persons’ Schedule 13D filed with the SEC on August 6, 2004.
Dates Referenced Herein and Documents Incorporated by Reference
