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: KEOGH TRACY S (EVP HR)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-12	Common Stock	M	30932	$14.53	Acquired	38327	Direct
2012-12-12	Common Stock	F	11349	$14.53	Disposed	26978	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-12-12	Restricted Stock Units	$	M	9374	Disposed		Common Stock (9374)	Direct
2012-12-12	Restricted Stock Units	$	M	21558	Disposed		Common Stock (21558)	Direct

Footnotes

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

F2: As previously reported, on 12/12/11 the reporting person was granted 27,433 restricted stock units ("RSUs"), 9,144 of which vested on 12/12/12, and 9,144 of which will vest on 12/12/13, and 9,145 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 230 vested dividend equivalent rights and a deminimus adjustment of 0.3807 due to fractional rounding of the dividend equivalent rights.

F3: As previously reported, on 12/12/11 the reporting person was granted 63,095 restricted stock units ("RSUs"), 21,031 of which vested on 12/12/12, and 21,032 of which will vest on each of 12/12/13 and 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 527 vested dividend equivalent rights and a deminimus adjustment of 0.7982 due to fractional rounding of the dividend equivalent rights.