HP INC — Director's Dealing 2011

Dec 15, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEWLETT PACKARD CO (HPQ)
CIK: 0000047217
Period of Report: 2011-12-12

Reporting Person: KEOGH TRACY S (EVP HR)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-12-12	Non-employee Stock Option (right to buy)	$27.34	A	109730	Acquired	2019-12-12	Common Stock (109730)	Direct
2011-07-06	Restricted Stock Units	$	A	191.4673	Acquired		Common Stock (191.4673)	Direct
2011-12-12	Restricted Stock Units	$	A	27433	Acquired		Common Stock (27433)	Direct
2011-12-12	Restricted Stock Units	$	A	63095	Acquired		Common Stock (63095)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	0	Direct

Footnotes

F1: This option will vest 50% on the second anniversary of the grant date and 50% on the third anniversary of the grant date, in both cases subject to the satisfaction of certain stock price performance conditions prior to the fourth anniversary of the grant date.

F2: This option is no longer exercisable beginning on this date.

F3: Each restricted stock unit represents a contingent right to receive one share of HP common stock.

F4: On 04/25/11 the reporting person was granted 22,946 restricted stock units ("RSUs"), 11,473 of which will vest on each of 04/25/12 and 04/25/13. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The 191.4673 dividend equivalent rights being reported reflect 76.0641 dividend equivalent rights at $36.20 per RSU credited to the reporting person's account on 07/06/11 and 115.4032 dividend equivalent rights at $23.86 per RSU credited to the reporting person's account on 10/05/11.

F5: On 12/12/11 the reporting person was granted 27,433 restricted stock units ("RSUs"), 9,144 of which will vest on each of 12/12/12 and 12/12/13, and 9,145 of which will vest on 12/12/14. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock.

F6: On 12/12/11 the reporting person was granted 63,095 restricted stock units ("RSUs"), 21,031 of which will vest on 12/12/12, and 21,032 of which will vest on each of 12/12/13 and 12/12/14. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock.