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: LESJAK CATHERINE A (EVP & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-12-10	Common Stock	M	35560	$27.90	Acquired	35560	Direct
2011-12-10	Common Stock	F	16070	$27.90	Disposed	19490	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-12-10	Restricted Stock Units	$	M	11451	Disposed		Common Stock (11451)	Direct
2011-12-10	Restricted Stock Units	$	M	24109	Disposed		Common Stock (24109)	Direct
2011-10-05	Restricted Stock Units	$	A	431.3361	Acquired		Common Stock (431.3361)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	22746	Indirect
Common Stock	306	Indirect

Footnotes

F1: There is no reportable change since the last filing. This is a reiteration of holdings only.

F2: Each restricted stock unit represents a contingent right to receive one share of HP common stock.

F3: As previously reported, on 12/10/09 the reporting person was granted 22,476 restricted stock units ("RSUs"), 11,238 of which vested on 12/10/10 and 11,238 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 37.2530 dividend equivalent rights at $36.20 per RSU credited to the reporting person's account on 07/06/11, and 56.5197 dividend equivalent rights at $23.86 per RSU credited to the reporting person's account on 10/05/11, and a deminimus adjustment of 0.1213 due to fractional rounding of the dividend equivalent rights.

F4: As previously reported, on 12/10/10 the reporting person was granted 47,635 restricted stock units ("RSUs"), 23,817 of which vested on 12/10/11 and 23,818 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 157.9061 dividend equivalent rights at $36.20 per RSU credited to the reporting person's account on 07/06/11, and 239.5725 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 291 vested dividend equivalent rights and a deminimus adjustment of 0.8062 due to fractional rounding of the dividend equivalent rights.

F5: On 06/27/11 the reporting person was granted 85,764 restricted stock units ("RSUs") which will vest on 06/27/15 subject to acceleration based on certain stock performance conditions. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The 431.3361 dividend equivalent rights being reported reflect 431.3361 dividend equivalent rights at $23.86 per RSU credited to the reporting person's account on 10/05/11.