HP INC — Director's Dealing 2012

Nov 3, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEWLETT PACKARD CO (HPQ)
CIK: 0000047217
Period of Report: 2012-10-31

Reporting Person: VEGHTE WILLIAM L (EVP & COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-10-31	Common Stock	M	25554	$13.85	Acquired	73514.8987	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-01-04	Restricted Stock Units	$	A	125.1448	Acquired		Common Stock (125.1448)	Direct
2012-10-31	Restricted Stock Units	$	M	25554	Disposed		Common Stock (25554)	Direct
2012-01-04	Restricted Stock Units	$	A	1373.2137	Acquired		Common Stock (1373.2137)	Direct

Footnotes

F1: The total beneficial ownership includes 975.0391 shares at $23.5220 per share acquired under the HP 2011 Employee Stock Ownership Plan ("ESPP") on 04/30/12 with respect to shares held under the ESPP; 2.2244 shares at $26.5149 per share acquired through dividends paid in shares on 01/04/12; 2.5414 shares at $23.2862 per share acquired through dividends paid in shares on 04/04/12; 8.0208 shares at $19.6980 per share acquired through dividends paid in shares on 07/05/12; and 10.3858 shares at $15.2860 per share acquired through dividends paid in shares on 10/03/12 with respect to shares held under the ESPP.

F2: Each restricted stock unit represents a contingent right to receive one share of HP common stock.

F3: As previously reported, on 12/10/10 the reporting person was granted 10,000 restricted stock units ("RSUs"), 5,000 of which will vest on 12/10/11, and 5,000 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 125.1448 dividend equivalent rights being reported reflect 22.5394 dividend equivalent rights at $26.62 per RSU credited to the reporting person's account on 01/04/12; 25.7954 dividend equivalent rights at $23.26 per RSU credited to the reporting person's account on 04/04/12; 32.5444 dividend equivalent rights at $20.28 per RSU credited to the reporting person's account on 07/05/12; and 44.2656 dividend equivalent rights at $14.91 per RSU credited to the reporting person's account on 10/03/12.

F4: As previously reported, on 08/01/11 the reporting person was granted 50,000 restricted stock units ("RSUs"), 12,500 of which vested on 10/31/11, 25,000 of which vested on 10/31/12, and 12,500 of which will vest on 04/30/13. 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 169.0458 dividend equivalent rights at $26.62 per RSU credited to the reporting person's account on 01/04/12; 193.4652 dividend equivalent rights at $23.26 per RSU credited to the reporting person's account on 04/04/12; 244.0828 dividend equivalent rights at $20.28 per RSU credited to the reporting person's account on 07/05/12; and 331.9920 dividend equivalent rights at $14.91 per RSU credited to the reporting person's account on 10/03/12.

F5: The number of derivative securities beneficially owned in column 5 includes 554 vested dividend equivalent rights and a deminimus adjustment of 0.4142 due to fractional rounding of the dividend equivalent rights.

F6: 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.