HP INC — Director's Dealing 2011

Jan 22, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEWLETT PACKARD CO (HPQ)
CIK: 0000047217
Period of Report: 2011-01-21

Reporting Person: BABBIO LAWRENCE T JR (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-01-21	Common Stock	M	2046	$13.44	Acquired	41060	Direct
2011-01-21	Common Stock	S	2046	$47.50	Disposed	39014	Direct
2011-01-21	Common Stock	M	15812	$26.88	Acquired	54826	Direct
2011-01-21	Common Stock	S	15812	$47.50	Disposed	39014	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-01-21	Nonemployee Stock Option (Right to Buy)	$26.88	M	15812	Disposed	2011-04-26	Common Stock (15812)	Direct
2011-01-21	Nonemployee Stock Option (Right to Buy)	$13.44	M	2046	Disposed	2011-04-26	Common Stock (2046)	Direct
2010-07-07	Restricted Stock Units	$	A	9.198	Acquired	2020-04-19	Common Stock (9.198)	Direct

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 12/01/10.

F2: This option cliff vested and became exercisable beginning on this date.

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

F4: On 04/19/10 the reporting person was granted 1,632 restricted stock units ("RSUs"), all of which will cliff vest on 04/19/11. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The 9.198 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; and 3.0894 dividend equivalent rights at $42.26 per RSU credited to the Reporting Person's Account on 12/30/10.