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: Holston Michael J (EVP, GC & SEC)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-01-15	Common Stock	M	8327	$46.25	Acquired	46902	Direct
2011-01-15	Common Stock	F	3126	$46.25	Disposed	43776	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	11.3961	Acquired		Common Stock (11.3961)	Direct
2010-12-30	Restricted Stock Units	$	A	38.5442	Acquired		Common Stock (38.5442)	Direct

Footnotes

F1: Each restricted stock unit represents a contingent right to receive one share of HP common stock.

F2: 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 beneficially owned in column 5 includes 15.5324 vested dividend equivalent rights at $42.26 per RSU credited to reporting person's account on 12/30/10, and a deminimus adjustment of 0.4386 due to fractional rounding of the dividend equivalent rights.

F3: As previously reported, on 12/10/09 the reporting person was granted 12,040 restricted stock units ("RSUs"), 6,020 of which vested on 12/10/10 and 6,020 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 11.3961 dividend equivalent rights at $42.26 per RSU credited to the reporting person's account on 12/30/10.

F4: As previously reported, on 12/10/10 the reporting person was granted 20,361 restricted stock units ("RSUs"), 10,180 of which will vest on 12/10/11 and 10,181 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 38.5442 dividend equivalent rights at $42.26 per RSU credited to the reporting person's account on 12/30/10.