HP INC — Director's Dealing 2011

Jan 20, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEWLETT PACKARD CO (HPQ)
CIK: 0000047217
Period of Report: 2011-01-15

Reporting Person: MOTT RANDALL D (EVP & CIO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-01-15	Common Stock	M	8327	$46.25	Acquired	207499	Direct
2011-01-15	Common Stock	F	2270	$46.25	Disposed	199172	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-01-15	Restricted Stock Units	$	M	8327	Disposed		Common Stock (8327)	Direct
2010-12-30	Restricted Stock Units	$	A	15.1955	Acquired		Common Stock (15.1955)	Direct
2010-12-30	Restricted Stock Units	$	A	35.7558	Acquired		Common Stock (35.7558)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	92746	Indirect

Footnotes

F1: The total direct beneficial ownership reflects a decrease of 5,135 shares due to the transfer of 5,135 shares into the reporting person's Trust on 12/17/10.

F2: The total direct beneficial ownership reflects a decrease of 6,057 shares due to the transfer of 6,057 shares into the reporting person's Trust on 01/19/11.

F3: The total indirect beneficial ownership reflects an increase of 5,135 shares due to the transfer of 5,135 shares previously reported as being held directly by the reporting person into the reporting person's Trust on 12/17/10, and an increase of 6,057 shares due to the transfer of 6,057 shares previously reported as being held directly by the reporting person into the reporting person's Trust on 01/19/11.

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

F5: As previously reported, on 01/15/09 the reporting person was granted 16,410 restricted stock units ("RSUs"), 8,205 of which vested on 01/15/10, and 8,205 of which vested on 01/15/11. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The number of derivative securities in column 5 includes 15.5324 vested dividend equivalent rights at $42.26 per RSU credited to the reporting person's account on 12/30/10, and a deminimus adjustment of 0.4386 due to fractional rounding of the dividend equivalent rights.

F6: As previously reported, on 12/10/09 the reporting person was granted 16,054 restricted stock units ("RSUs"), 8,027 of which vested on 12/10/10 and 8,027 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 15.1955 dividend equivalent rights at $42.26 per RSU credited to the reporting person's account on 12/30/10.

F7: As previously reported, on 12/10/10 the reporting person was granted 18,888 restricted stock units ("RSUs"), 9,444 of which will vest on each of 12/10/11 and 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 35.7558 dividend equivalent rights at $42.26 per RSU credited to the reporting person's account on 12/30/10.