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: DONATELLI DAVID A (EVP & GM, Enterprise Group)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-12	Common Stock	M	57489	$14.53	Acquired	122956	Direct
2012-12-12	Common Stock	F	26838	$14.53	Disposed	96118	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-12-12	Restricted Stock Units	$	M	26245	Disposed		Common Stock (26245)	Direct
2012-12-12	Restricted Stock Units	$	M	31244	Disposed		Common Stock (31244)	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 76,811 restricted stock units ("RSUs"), 25,603 of which vested on 12/12/12, and 25,604 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 642 vested dividend equivalent rights and a deminimus adjustment of 0.5010 due to fractional rounding of the dividend equivalent rights.

F3: As previously reported, on 12/12/11 the reporting person was granted 91,442 restricted stock units ("RSUs"), 30,480 of which vested on 12/12/12, and 30,481 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 764 vested dividend equivalent rights and a deminimus adjustment of 0.3023 due to fractional rounding of the dividend equivalent rights.