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: SCHULTZ JOHN F (EVP, GC & SEC)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-10-31	Common Stock	M	5745	$13.85	Acquired	38162.5245	Direct
2012-10-31	Common Stock	F	2108	$13.85	Disposed	36054.5245	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-07-05	Restricted Stock	$	A	61.448	Acquired		Common Stock (61.448)	Direct
2012-10-31	Restricted Stock	$	M	5745	Disposed		Common Stock (5745)	Direct
2012-07-05	Restricted Stock	$	A	230.4299	Acquired		Common Stock (230.4299)	Direct
2012-07-05	Restricted Stock	$	A	184.3439	Acquired		Common Stock (184.3439)	Direct

Footnotes

F1: The total beneficial ownership includes 1.9529 shares at $19.6980 per share acquired through dividends paid in shares on 07/05/12 under the HP 2011 Employee Stock Ownership Plan ("ESPP"), and 2.5283 shares at $15.29 per share acquired through dividends paid in shares on 10/03/12 with respect to shares held under the ESPP. The total beneficial ownership also includes the acquisition of 3.2060 shares at $20.3857 per share received on 07/06/12 through dividends paid in shares, and 4.2910 shares at $15.3279 per share received on 10/04/12 through dividends paid in shares.

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 6,000 restricted stock units ("RSUs"), 2,000 of which vested on 12/10/11, and 2,000 of which will vest on each of 12/10/12 and 12/10/13. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The 61.4480 dividend equivalent rights being reported reflect 26.0355 dividend equivalent rights at $20.28 per RSU credited to the reporting person's account on 07/05/12; and 35.4125 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 11,240 restricted stock units ("RSUs"), 2,810 of which vested on 10/31/11, and 5,620 of which will vested on 10/31/12, and 2,810 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 54.8698 dividend equivalent rights at $20.28 per RSU credited to the reporting person's account on 07/05/12; and 74.6318 dividend equivalent rights at $14.91 per RSU credited to the reporting person's account on 10/03/12. The number of derivative securities beneficially owned in column 5 includes 125 vested dividend equivalent rights and a deminimus adjustment of 0.0059 due to fractional rounding of the dividend equivalent rights.

F5: As previously reported, on 12/07/11 the reporting person was granted 15,000 restricted stock units ("RSUs"), 5,000 of which will vest on each of 12/07/12, 12/07/13 and 12/07/14. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The 230.4299 dividend equivalent rights being reported reflect 97.6331 dividend equivalent rights at $20.28 per RSU credited to the reporting person's account on 07/05/12; and 132.7968 dividend equivalent rights at $14.91 per RSU credited to the reporting person's account on 10/03/12.

F6: As previously reported, on 05/16/12 the reporting person was granted 12,000 restricted stock units ("RSUs"), 4,000 of which will vest on each of 05/16/13, 05/16/14 and 05/16/15. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock.The 184.3439 dividend equivalent rights being reported reflect 78.1065 dividend equivalent rights at $20.28 per RSU credited to the reporting person's account on 07/05/12; and 106.2374 dividend equivalent rights at $14.91 per RSU credited to the reporting person's account on 10/03/12.