HP INC — Director's Dealing 2011

Dec 14, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEWLETT PACKARD CO (HPQ)
CIK: 0000047217
Period of Report: 2011-12-10

Reporting Person: LIVERMORE ANN M (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-12-10	Common Stock	M	34293	$27.90	Acquired	47572.1316	Direct
2011-12-10	Common Stock	F	16010	$27.90	Disposed	31562.1316	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-12-10	Restricted Stock Units	$	M	16359	Disposed		Common Stock (16359)	Direct
2011-12-10	Restricted Stock Units	$	M	17934	Disposed		Common Stock (17934)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	72561	Indirect
Common Stock	4060.92	Indirect

Footnotes

F1: The total beneficial ownership includes 10.1723 shares at $41.21 per share acquired through dividends paid under the HP 2011 Employee Stock Purchase Plan ("ESPP") on 01/27/11, 17.4742 shares at $36.05 per share acquired through dividends paid under the ESPP on 07/06/11, and 24.5722 shares at $25.73 per share acquired through dividends paid under the ESPP on 10/05/11 with respect to shares held under the ESPP.

F2: The total direct beneficial ownership reflects a decrease of 16,385 shares due to the transfer of 16,385 shares into a Joint Living Trust with the reporting person's spouse on 01/27/11.

F3: The total indirect beneficial ownership reflects an increase of 16,385 shares due to the transfer of 16,385 shares previously reported as being held directly by the reporting person into a Joint Living Trust with the reporting person's spouse on 01/27/11.

F4: These shares were held indirectly under HP's 401(k) Plan as of 11/30/11. Fidelity Investments Institutional Services Company, Inc. accounts for holdings in the stock fund in units, which are comprised of stock and cash reserves. The shares reported represent an approximate value based upon the fund balance and market value of HP's common stock.

F5: Each restricted stock unit represents a contingent right to receive one share of HP common stock.

F6: As previously reported, on 12/10/09 the reporting person was granted 32,109 restricted stock units ("RSUs"), 16,054 of which vested on 12/10/10 and 16,055 of which vested on 12/10/11. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The number of derivative securities beneficially owned in column 5 includes 31.1899 dividend equivalent rights at $41.18 per RSU credited to the reporting person's account on 04/06/11, 53.2210 dividend equivalent rights at $36.20 per RSU credited to the reporting person's account on 07/06/11, 80.7460 dividend equivalent rights at $23.86 per RSU credited to the reporting person's account on 10/05/11, and a deminimus adjustment of 0.4503 due to fractional rounding of the dividend equivalent rights.

F7: As previously reported, on 12/10/10 the reporting person was granted 35,434 restricted stock units ("RSUs"), 17,717 of which vested on 12/10/11, and 17,717 of which will vest on 12/10/12. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The number of derivative securities beneficially owned immediately prior to the transaction being reported includes 68.8373 dividend equivalent rights at $41.18 per RSU credited to the reporting person's account on 04/06/11, 117.4608 dividend equivalent rights at $36.20 per RSU credited to the reporting person's account on 07/06/11, and 178.2096 dividend equivalent rights at $23.86 per RSU credited to the reporting person's account on 10/05/11. The number of derivative securities beneficially owned in column 5 includes 217 vested dividend equivalent rights and a deminimus adjustment of 0.4142 due to fractional rounding of the dividend equivalent rights.