HP INC — Director's Dealing 2012

Dec 11, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEWLETT PACKARD CO (HPQ)
CIK: 0000047217
Period of Report: 2012-12-06

Reporting Person: LESJAK CATHERINE A (EVP & CFO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-12-06	Employee Stock Option (right to buy)	$13.83	A	1012293	Acquired	2020-12-06	Common Stock (1012293)	Direct
2012-12-06	Restricted Stock Units	$	A	108460	Acquired		Common Stock (108460)	Direct
2012-01-04	Restricted Stock Units	$	A	596.1146	Acquired		Common Stock (596.1146)	Direct
2012-01-04	Restricted Stock Units	$	A	2146.5833	Acquired		Common Stock (2146.5833)	Direct
2012-01-04	Restricted Stock Units	$	A	1373.2137	Acquired		Common Stock (1373.2137)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	0	Direct
Common Stock	42236	Indirect
Common Stock	306	Indirect

Footnotes

F1: The total direct beneficial ownership reflects a decrease of 19,490 shares due to the transfer of 19,490 shares into a joint account with the reporting person's spouse on 03/20/12.

F2: The total indirect beneficial ownership reflects an increase of 19,490 shares due to the transfer of 19,490 shares previously reported as being held directly by the reporting person into a joint account with the reporting
person's spouse on 03/20/12.

F3: There is no reportable change since the last filing. This is a reiteration of holdings only.

F4: This option will vest 50% on the second anniversary of the grant date and 50% on the third anniversary of the grant date, in both cases subject to the satisfaction of certain stock price performance conditions prior to the
fourth anniversary of the grant date.

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

F6: On 12/06/12 the reporting person was granted 108,460 restricted stock units ("RSUs"), 36,153 of which will vest on each of 12/06/13 and 12/06/14, and 36,154 of which will vest on 12/06/15. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock.

F7: As previously reported, on 12/10/10 the reporting person was granted 47,635 restricted stock units ("RSUs"), 23,817 of which will vest on 12/10/11 and 23,818 of which will vest on 12/10/12. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The 596.1146 dividend equivalent rights being reported reflect 107.3644 dividend equivalent rights at $26.62 per RSU credited to the reporting person's account on 01/04/12; 122.8736 dividend equivalent rights at $23.26 per RSU credited to the reporting person's account on 04/04/12; 155.0219 dividend equivalent rights at $20.28 per RSU credited to the reporting person's account on 07/05/12; and 210.8547 dividend equivalent rights at $14.91 per RSU credited to the reporting person's account on 10/03/12.

F8: As previously reported, on 06/27/11 the reporting person was granted 85,764 restricted stock units ("RSUs") which will vest on 06/27/15 subject to acceleration based on certain stock performance conditions. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The 2,146.5833 dividend equivalent rights being reported reflect 386.6146 dividend equivalent rights at $26.62 per RSU credited to the reporting person's account on 01/04/12; 442.4626 dividend equivalent rights at $23.26 per RSU credited to the reporting person's account on 04/04/12; 558.2272 dividend equivalent rights at $20.28 per RSU credited to the reporting person's account on 07/05/12; and 759.2789 dividend equivalent rights at $14.91 per RSU credited to the reporting person's account on 10/03/12.

F9: As previously reported, on 12/12/11 the reporting person was granted 54,865 restricted stock units ("RSUs"), 18,288 of which will vest on each of 12/12/12 and 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 1,373.2137 dividend equivalent rights being reported reflect 247.3253 dividend equivalent rights at $26.62 per RSU credited to the reporting person's account on 01/04/12; 283.0525 dividend equivalent rights at $23.26 per RSU credited to the reporting person's account on 04/04/12; 357.1095 dividend equivalent rights at $20.28 per RSU credited to the reporting person's account on 07/05/12; and 485.7264 dividend equivalent rights at $14.91 per RSU credited to the reporting person's account on 10/03/12.