Form SC 13G/A - Statement of Beneficial Ownership by Certain Investors: [Amend]
14 November 2024 - 5:37AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 6)*
THE GAP, INC.
(Name of Issuer)
Common Stock
(Title of
Class of Securities)
364760108
(CUSIP Number)
September 30, 2024
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
| * |
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 the disclosures provided in a prior cover page. |
The information required in 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).
PAGE 1 OF 5 PAGES
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| CUSIP NO. 364760108 |
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13G |
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PAGE 2 OF 5 PAGES |
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| 1 |
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NAME OF REPORTING PERSON S.S. OR I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON Dodge & Cox 94-1441976 |
| 2 |
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP* (a) ☐ (b) ☐
N/A |
| 3 |
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SEC USE ONLY
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| 4 |
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CITIZENSHIP OR PLACE OF
ORGANIZATION California -
U.S.A. |
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| NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
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5 |
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SOLE VOTING POWER
27,685,981 |
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6 |
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SHARED VOTING POWER
0 |
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7 |
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SOLE DISPOSITIVE POWER
28,873,346 |
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8 |
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SHARED DISPOSITIVE POWER
0 |
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| 9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,873,346 |
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* N/A |
| 11 |
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW 9 7.7% |
| 12 |
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TYPE OF REPORTING PERSON*
IA |
PAGE 2 OF 5 PAGES
| Item 1(a) |
Name of Issuer: |
THE GAP, INC.
| Item 1(b) |
Address of Issuer’s Principal Executive Offices: |
Two Folsom Street
San Francisco,
California 94105
| Item 2(a) |
Name of Person Filing: |
Dodge & Cox
| Item 2(b) |
Address of the Principal Office or, if none, Residence: |
555 California Street, 40th Floor
San Francisco, CA 94104
California - U.S.A.
| Item 2(d) |
Title of Class of Securities: |
Common Stock
364760108
| Item 3 |
If the Statement is being filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is
a: |
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| (e) |
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☒ |
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Investment Advisor registered under section 203 of the Investment Advisors Act of 1940 |
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(a) |
Amount Beneficially Owned: |
28,873,346
7.7%
PAGE 3 OF 5 PAGES
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(c) |
Number of shares as to which such person has: |
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(i) |
sole power to vote or direct the vote: |
27,685,981
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(ii) |
shared power to vote or direct the vote: |
0
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(iii) |
sole power to dispose or to direct the disposition of: 28,873,346 |
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(iv) |
shared power to dispose or to direct the disposition of: 0 |
| Item 5 |
Ownership of Five Percent or Less of a Class: |
Not applicable.
| Item 6 |
Ownership of More than Five Percent on Behalf of Another Person: |
The clients of Dodge & Cox, including investment companies registered under the Investment Company Act of 1940 and other managed accounts,
have the right to receive or power to direct the receipt of dividends from, and the proceeds from the sale of, THE GAP, INC.
Dodge &
Cox Stock Fund, an investment company registered under the Investment Company Act of 1940, has an interest of 22,292,772, or 5.9%, of the class of securities reported herein.
| Item 7 |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the
Parent Holding Company: |
Not applicable.
| Item 8 |
Identification and Classification of Members of the Group: |
Not applicable.
| Item 9 |
Notice of Dissolution of a Group: |
Not applicable.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course
of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such
purpose or effect.
PAGE 4 OF 5 PAGES
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: November 13, 2024
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| DODGE & COX |
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| By: |
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/S/ Katherine M. Primas |
| Name: |
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Katherine M. Primas |
| Title: |
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Chief Compliance Officer |
PAGE 5 OF 5 PAGES
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