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: Baldauf Sari M (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-04-19	Common Stock	M	1645	—	Acquired	20287.1621	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-07-07	Restricted Stock Units	$	A	12.3685	Acquired	2020-04-19	Common Stock (12.3685)	Direct
2011-04-19	Restricted Stock Units	$	M	1644.3685	Disposed	2020-04-19	Common Stock (1644.3685)	Direct

Footnotes

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

F2: The total includes the acquisition of (i) 18.0688 shares on 04/08/10; 27.7861 shares on 07/08/10; 30.9044 shares on 10/07/10; 29.9074 shares on 12/30/10; and 30.6378 shares on 04/07/11 which were received in lieu of cash under the Hewlett-Packard Company Dividend Reinvestment/Stock Purchase Plan ("DRIP") in transactions exempt under Rule 16b-3, and (ii) 0.0151 shares on 04/12/10; 0.0182 shares on 07/12/10; 0.0199 shares on 10/12/10; 0.0191 shares on 01/04/11; and 0.0200 shares on 04/07/11 through the broker's dividend reinvestment plan that operates on substantially similar terms to HP's DRIP thereby qualifying for the Rule 16a-11 exemption.

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

F4: As previously reported, on 04/19/10 the reporting person was granted 1,632 restricted stock units ("RSUs"). Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock.The 12.3685 dividend equivalent rights being reported reflect 2.9039 dividend equivalent rights at $44.96 per RSU credited to the reporting person's account on 07/07/10; 3.2047 dividend equivalent rights at $40.74 per RSU credited to the reporting person's account on 10/06/10; 3.0894 dividend equivalent rights at $42.26 per RSU credited to the reporting person's account on 12/30/10; and 3.1705 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.