Helmerich & Payne, Inc. — Director's Dealing 2012

Dec 5, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HELMERICH & PAYNE INC (HP)
CIK: 0000046765
Period of Report: 2012-12-04

Reporting Person: RUST EDWARD B JR (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-12-04	Phantom Stock	$	A	421.7432	Acquired		Common Stock (421.7432)	Direct
2012-12-04	Stock Option (right to buy)	$54.18	A	4078	Acquired	2022-12-04	Common Stock (4078)	Direct

Footnotes

F1: Phantom shares relate to the Helmerich & Payne, Inc. Director Deferred Compensation Plan.

F2: 1-for-1.

F3: The shares of phantom stock become payable, in cash only, at the election of the reporting person either (1) in a lump sump payable no later than 60 days following the termination of the reporting person's service as a director or (2) in annual installments for a period of 'x' years (not to exceed 10).

F4: The options were granted under the Helmerich & Payne, Inc. 2010 Long-Term Incentive Plan on 12/04/12. The options vested on the date of grant.