HP INC — Director's Dealing 2011

Apr 21, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEWLETT PACKARD CO (HPQ)
CIK: 0000047217
Period of Report: 2011-04-19

Reporting Person: GUPTA RAJIV (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-04-19	Common Stock	M	3288	—	Acquired	12572	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-12-30	Restricted Stock Units	$	A	12.516	Acquired	2020-04-19	Common Stock (12.516)	Direct
2011-04-19	Restricted Stock Units	$	M	3287.7295	Disposed	2020-04-19	Common Stock (3287.7295)	Direct

Footnotes

F1: The amount reported reflects a deminimus adjustment of shares due to the rounding and prior reporting of fractional shares.

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

F3: As previously reported, on 04/19/10, the reporting person was granted 3,263 restricted stock units ("RSUs"). Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The 12.5160 dividend equivalent rights being reported reflect 6.1770 dividend equivalent rights at $42.26 per RSU credited to the reporting person's account on 12/30/10 and 6.3390 dividend equivalent rights at $41.18 per RSU credited to the reporting person's account on 04/06/11. These RSUs cliff vested on 04/19/11, at which time the vested shares were delivered to the reporting person.