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: Holston Michael J (EVP, GC & SEC)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-12-10	Common Stock	M	16439	$27.90	Acquired	20215	Direct
2011-12-10	Common Stock	F	6032	$27.90	Disposed	14183	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-12-10	Restricted Stock Units	$	M	6134	Disposed		Common Stock (6134)	Direct
2011-12-10	Restricted Stock Units	$	M	10305	Disposed		Common Stock (10305)	Direct
2011-10-05	Restricted Stock Units	$	A	431.3361	Acquired		Common Stock (431.3361)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	20000	Indirect
Common Stock	20000	Indirect

Footnotes

F1: The total beneficial ownership reflects a decrease of 40,000 shares due to the transfer of 20,000 shares into each of the reporting person and his spouse's 2011 GRATs on 09/06/11.

F2: The total indirect beneficial ownership for each of the reporting person and his spouse reflects an increase due to the transfer of 20,000 shares from the reporting person's direct beneficial ownership into each of their 2011 GRATs on 09/06/11.

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

F4: As previously reported, on 12/10/09 the reporting person was granted 12,040 restricted stock units ("RSUs"), 6,020 of which vested on 12/10/10 and 6,020 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 19.9558 dividend equivalent rights at $36.20 per RSU credited to the reporting person's account on 07/06/11, and 30.2766 dividend equivalent rights at $23.86 per RSU credited to the reporting person's account on 10/05/11, and a deminimus adjustment of 0.6765 due to fractional rounding of the dividend equivalent rights.

F5: As previously reported, on 12/10/10 the reporting person was granted 20,361 restricted stock units ("RSUs"), 10,180 of which vested on 12/10/11 and 10,181 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 67.4950 dividend equivalent rights at $36.20 per RSU credited to the reporting person's account on 07/06/11, and 102.4023 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 125 vested dividend equivalent rights and a deminimus adjustment of 0.0034 due to fractional rounding of the dividend equivalent rights.

F6: As previously reported, 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.