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: HOMLISH MARTIN J (EVP & CMO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-12	Common Stock	M	27808	$14.53	Acquired	36609	Direct
2012-12-12	Common Stock	F	12983	$14.53	Disposed	23626	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-12-12	Restricted Stock Units	$	M	10311	Disposed		Common Stock (10311)	Direct
2012-12-12	Restricted Stock Units	$	M	17497	Disposed		Common Stock (17497)	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 30,176 restricted stock units ("RSUs"), 10,058 of which vested on 12/12/12, and 10,059 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 253 vested dividend equivalent rights and a deminimus adjustment of 0.7263 due to fractional rounding of the dividend equivalent rights.

F3: As previously reported, on 12/12/11 the reporting person was granted 51,208 restricted stock units ("RSUs"), 17,069 of which vested on 12/12/12, 17,069 of which will vest on 12/12/13, and 17,070 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 428 vested dividend equivalent rights and a deminimus adjustment of 0.3173 due to fractional rounding of the dividend equivalent rights.