HP INC — Director's Dealing 2011

Apr 16, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEWLETT PACKARD CO (HPQ)
CIK: 0000047217
Period of Report: 2011-04-13

Reporting Person: Murrin James T (SVP, Controller & PAO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-04-13	Common Stock	M	18000	$15.745	Acquired	83233.4004	Direct
2011-04-13	Common Stock	S	18000	$40.97	Disposed	65233.4004	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-04-13	Employee Stock Option (right to buy)	$15.745	M	18000	Disposed	2011-04-16	Common Stock (18000)	Direct
2011-04-06	Restricted Stock Units	$	A	5.8475	Acquired		Common Stock (5.8475)	Direct
2011-04-06	Restricted Stock Units	$	A	13.7562	Acquired		Common Stock (13.7562)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	11596.3657	Indirect

Footnotes

F1: The sale reported on this Form 4 was effectuated pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on 03/04/11.

F2: These shares were held indirectly under the Issuer's 401(k) Plan as of 03/31/11. Fidelity Investments Institutional Services Company, Inc. accounts for holdings in the stock fund in units, comprised of stock and cash reserves. The shares reported represent an approximate value based upon the fund balance and market value of Issuer's common stock.

F3: This option became exercisable in four equal annual installments beginning on this date.

F4: Each restricted stock unit represents a contingent right to receive one share of HP common stock.

F5: As previously reported, on 12/10/09 the reporting person was granted 6,020 restricted stock units ("RSUs"), 3,010 of which vested on 12/10/10 and 3,010 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 number of derivative securities beneficially owned in column 9 includes 5.8475 dividend equivalent rights at $41.18 per RSU credited to the reporting person's account on 04/06/11.

F6: On 12/10/10 the reporting person was granted 7,081 restricted stock units ("RSUs"), 3,540 of which will vest on 12/10/11 and 3,541 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 number of derivative securities beneficially owned in column 9 includes 13.7562 dividend equivalent rights at $41.18 per RSU credited to the reporting person's account on 04/06/11.