HP INC — Director's Dealing 2011

Dec 3, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEWLETT PACKARD CO (HPQ)
CIK: 0000047217
Period of Report: 2011-11-30

Reporting Person: JOSHI VYOMESH (EVP IPG)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-11-30	Common Stock	M	200000	$22.015	Acquired	211276.1264	Direct
2011-11-30	Common Stock	S	200000	$28.00	Disposed	11276.1264	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-11-30	Employee Stock Option (right to buy)	$22.015	M	200000	Disposed	2012-03-18	Common Stock (200000)	Direct
2011-07-06	Restricted Stock Units	$	A	100.4732	Acquired		Common Stock (100.4732)	Direct
2011-07-06	Restricted Stock Units	$	A	295.6704	Acquired		Common Stock (295.6704)	Direct
2011-10-05	Restricted Stock Units	$	A	575.1148	Acquired		Common Stock (575.1148)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	11276.1264	Direct
Common Stock	208824	Indirect
Common Stock	50000	Indirect
Common Stock	50000	Indirect
Common Stock	1475	Indirect

Footnotes

F1: The total beneficial ownership includes 682.6872 shares at $25.2795 per share acquired under the 2011 Employee Stock Purchase Plan ("ESPP") on 10/31/11.The total beneficial ownership also includes 25.2410 shares at $36.051 per share acquired through dividends paid under the ESPP on 07/06/11, and 35.4606 shares at $25.7231 per share acquired through dividends paid under the ESPP on 10/05/11 with respect to shares held under the ESPP.

F2: The total beneficial ownership reflects a decrease of 140,291 shares due to the transfer of 140,291 shares into the 2001 Joshi Living Trust Account on 08/03/11.

F3: The total indirect beneficial ownership reflects an increase of 140,291 shares due to the transfer of 140,291 shares previously reported as being held directly by the reporting person into his 2001 Joshi Living Trust Account.

F4: There is no reportable change since the last filing. This is a reiteration of holdings only.

F5: This option became exercisable in four equal annual installments beginning on this date.

F6: This option is no longer exercisable beginning on this date.

F7: Each restricted stock unit represents a contingent right to receive one share of HP common stock.

F8: As previously reported, on 12/10/09 the reporting person was granted 24,081 restricted stock units ("RSUs"), 12,040 of which vested on 12/10/10 and 12,041 of which will vest on 12/10/11. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The 100.4732 dividend equivalent rights being reported reflect 39.9149 dividend equivalent rights at $36.20 per RSU credited to the reporting person's account on 07/06/11, and 60.5583 dividend equivalent rights at $23.86 per RSU credited to the reporting person's account on 10/05/11.

F9: As previously reported, on 12/10/10 the reporting person was granted 35,434 restricted stock units ("RSUs"), 17,717 of which will vest on each of 12/10/11 and 12/10/12. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The 295.6704 dividend equivalent rights being reported reflect 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.

F10: 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.