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: BRADLEY RICHARD TODD (EVP, PSG)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-12-10	Common Stock	M	34293	$27.90	Acquired	153242	Direct
2011-12-10	Common Stock	F	16010	$27.90	Disposed	137232	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
2011-10-05	Restricted Stock Units	$	A	575.1148	Acquired		Common Stock (575.1148)	Direct

Footnotes

F1: Each restricted stock unit represents a contingent right to receive one share of HP common stock.

F2: 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 53.2210 dividend equivalent rights at $36.20 per RSU credited to the reporting person's account on 07/06/11, and 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.

F3: 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 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 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.

F4: As previously reported, on 06/27/11 the reporting person was granted 114,352 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 575.1148 dividend equivalent rights being reported reflect 575.1148 dividend equivalent rights at $23.86 per RSU credited to the reporting person's account on 10/05/11.