HP INC — Director's Dealing 2012

Dec 15, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEWLETT PACKARD CO (HPQ)
CIK: 0000047217
Period of Report: 2012-12-12

Reporting Person: VEGHTE WILLIAM L (EVP & COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-12	Common Stock	M	18747	$14.53	Acquired	37043.8987	Direct
2012-12-12	Common Stock	F	7229	$14.53	Disposed	15014.8987	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-12-12	Restricted Stock Units	$	M	18747	Disposed		Common Stock (18747)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	96310	Indirect

Footnotes

F1: The total direct beneficial ownership reflects a decrease of 14,800 shares due to the transfer of 14,800 shares into the reporting person's 2012 Annuity Trust 1 (GRAT) on 12/14/12.

F2: The total indirect beneficial ownership reflects an increase of 14,800 shares due to the transfer of 14,800 shares previously reported as being held directly by the reporting person into his 2012 Annuity Trust 1 (GRAT) on 12/14/12.

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

F4: As previously reported, on 12/12/11 the reporting person was granted 54,865 restricted stock units ("RSUs"), 18,288 of which vested on 12/12/12, 18,288 of which will vest on 12/12/13, and 18,289 of which will vest on 12/12/14. 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 459 vested dividend equivalent rights and a deminimus adjustment of 0.7863 due to fractional rounding of the dividend equivalent rights.