HP INC — Director's Dealing 2012

Dec 13, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEWLETT PACKARD CO (HPQ)
CIK: 0000047217
Period of Report: 2012-12-10

Reporting Person: LIVERMORE ANN M (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-10	Common Stock	M	18376	$14.16	Acquired	31788.7323	Direct
2012-12-10	Common Stock	F	8493	$14.16	Disposed	23295.7323	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-12-10	Restricted Stock Units	$	M	18376	Disposed		Common Stock (18376)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	90844	Indirect
Common Stock	4171.4124	Indirect

Footnotes

F1: The total beneficial ownership includes 23.9508 shares at $26.5149 per share acquired through dividends paid under the HP 2011 Employee Stock Purchase Plan ("ESPP") on 01/04/12, 27.3952 shares at $23.2862 per share acquired through dividends paid under the ESPP on 04/04/12, 35.8061 shares at $19.6980 per share acquired through dividends paid under the ESPP on 07/05/12, and 46.4486 shares at $15.2860 per share acquired through dividends paid under the ESPP on 10/03/12 with respect to shares held under the ESPP.

F2: The total direct beneficial ownership reflects a decrease of 18,283 shares due to the transfer of 18,283 shares into a Joint Living Trust with the reporting person's spouse on 02/24/12.

F3: The total indirect beneficial ownership reflects an increase of 18,283 shares due to the transfer of 18,283 shares previously reported as being held directly by the reporting person into a Joint Living Trust with the reporting person's spouse on 02/24/12.

F4: These shares were held indirectly under HP's 401(k) Plan as of 11/30/12. Fidelity Investments Institutional Services Company, Inc. accounts for holdings in the stock fund in units, which are comprised of stock and cash reserves. The shares reported represent an approximate value based upon the fund balance and market value of HP's common stock.

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

F6: As previously reported, on 12/10/10 the reporting person was granted 35,434 restricted stock units ("RSUs"), 17,717 of which vested 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 immediately prior to the transaction being reported includes 79.8663 dividend equivalent rights at $26.62 per RSU credited to the reporting person's account on 01/04/12, 91.4033 dividend equivalent rights at $23.26 per RSU credited to the reporting person's account on 04/04/12, 115.3178 dividend equivalent rights at $20.28 per RSU credited to the reporting person's account on 07/05/12, and 156.8507 dividend equivalent rights at $14.91 per RSU credited to the reporting person's account on 10/03/12.

F7: The number of derivative securities in column 5 includes 659 vested dividend equivalent rights and a deminimus adjustment of 0.5619 due to fractional rounding of the dividend equivalent rights.