HP INC — Director's Dealing 2011

Nov 3, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEWLETT PACKARD CO (HPQ)
CIK: 0000047217
Period of Report: 2011-10-31

Reporting Person: VEGHTE WILLIAM L (EVP, HP Software)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-10-31	Common Stock	M	12585	$26.61	Acquired	48376.6872	Direct
2011-10-31	Common Stock	F	4618	$26.61	Disposed	43758.6872	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-10-05	Restricted Stock Units	$	A	50.2934	Acquired		Common Stock (50.2934)	Direct
2011-10-31	Restricted Stock Units	$	M	12585	Disposed		Common Stock (12585)	Direct

Footnotes

F1: The total beneficial ownership includes an additional 8,442 shares to correct the initial balance previously reported for the reporting person as of 08/16/11.

F2: The total beneficial ownership includes 682.6872 shares at $25.2795 per share acquired under the HP 2011 Employee Stock Ownership Plan ("ESPP") on 10/31/11 with respect to shares held under the ESPP.

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

F4: As previously reported, on 12/10/10 the reporting person was granted 10,000 restricted stock units ("RSUs"), 5,000 of which will vest on 12/10/11, and 5,000 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 50.2934 dividend equivalent rights being reported reflect 50.2934 dividend equivalent rights at $23.86 per RSU credited to the reporting person's account on 10/05/11.

F5: As previously reported, on 08/01/11 the reporting person was granted 50,000 restricted stock units ("RSUs"), 12,500 of which vested on 10/31/11, 25,000 of which will vest on 10/31/12, and 12,500 of which will vest on 04/30/13. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The number of derivative securities in column 9 includes 251.4669 vested dividend equivalent rights at $23.86 per RSU credited to the reporting person's account on 10/05/11, and a deminimus adjustment of 0.5331 due to fractional rounding of the dividend equivalent rights.