HP INC — Director's Dealing 2011

Jan 12, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEWLETT PACKARD CO (HPQ)
CIK: 0000047217
Period of Report: 2011-01-07

Reporting Person: JOSHI VYOMESH (EVP IPG)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-01-07	Common Stock	M	125000	$15.745	Acquired	270631.036	Direct
2011-01-07	Common Stock	S	125000	$44.98	Disposed	145631.036	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-01-07	Employee Stock Option (right to buy)	$15.745	M	125000	Disposed	2011-04-16	Common Stock (125000)	Direct
2010-12-30	Restricted Stock Units	$	A	18.1164	Acquired		Common Stock (18.1164)	Direct
2010-12-30	Restricted Stock Units	$	A	22.7941	Acquired		Common Stock (22.7941)	Direct
2010-12-30	Restricted Stock Units	$	A	67.0781	Acquired		Common Stock (67.0781)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1475	Indirect
Common Stock	8533	Indirect
Common Stock	30000	Indirect
Common Stock	30000	Indirect
Common Stock	50000	Indirect
Common Stock	50000	Indirect

Footnotes

F1: The total includes the acquisition of 14.3966 shares at $42.0440 per share received on 12/30/10 through dividends paid under the HP Share Ownership Plan ("SOP") with respect to shares held under the SOP.

F2: The sale reported on this Form 4 was effectuated pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on 12/06/10.

F3: There is no reportable change since the last filing. This is a reiteration of holdings only.

F4: This option became exercisable in four equal annual installments beginning on this date.

F5: Each restricted stock unit represents a contingent right to receive one share of HP common stock.

F6: As previously reported, on 01/15/09 the reporting person was granted 19,140 restricted stock units ("RSUs"), 9,570 of which vested on 01/15/10, and 9,570 of which will vest 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 9 includes 18.1164 dividend equivalent rights at $42.26 per RSU credited to the reporting person's account on 12/30/10.

F7: As previously reported, on 12/10/09 the reporting person was granted 24,081 restricted stock units ("RSUs"), 12,040 of which vested on 12/10/10 and 12,041 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 22.7941 dividend equivalent rights at $42.26 per RSU credited to the reporting person's account on 12/30/10.

F8: On 12/10/10 the reporting person was granted 35,434 restricted stock units ("RSUs"), 17,717 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 67.0781 dividend equivalent rights at $42.26 per RSU credited to the reporting person's account on 12/30/10.