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: LEVINE MARC A (SVP, Controller & PAO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-10-31	Common Stock	M	13583	$13.85	Acquired	31950.07	Direct
2012-10-31	Common Stock	F	4983	$13.85	Disposed	26967.07	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-07-05	Common Stock	$	A	51.2169	Acquired		Common Stock (51.2169)	Direct
2012-10-31	Common Stock	$	M	13583	Disposed		Common Stock (13583)	Direct
2012-07-05	Common Stock	$	A	89.0996	Acquired		Common Stock (89.0996)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1686.6506	Indirect

Footnotes

F1: The total beneficial ownership includes the acquisition of 2.7360 shares at $20.3857 per share received on 07/06/12, and 3.6610 shares at $15.3279 per share received on 10/04/12 through dividends paid in shares.

F2: These shares were held indirectly under HP's 401(k) Plan as of 10/31/12. 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.

F3: Each restricted stock unit represents a contingent right to receive one share of HP common stock.

F4: As previously reported, on 12/10/10 the reporting person was granted 5,000 restricted stock units ("RSUs"), 1,666 of which vested on 12/10/11, and 1,667 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 51.2169 dividend equivalent rights being reported reflect 21.7006 dividend equivalent rights at $20.28 per RSU credited to the reporting person's account on 07/05/12; and 29.5163 dividend equivalent rights at $14.91 per RSU credited to the reporting person's account on 10/03/12.

F5: As previously reported, on 09/26/11 the reporting person was granted 33,026 restricted stock units ("RSUs"), 3,303 of which vested on 10/31/11, 13,210 of which vested on 10/31/12, and 16,513 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 193.4633 dividend equivalent rights at $20.28 per RSU credited to the reporting person's account on 07/05/12; and 263.1412 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 373 vested dividend equivalent rights and a deminimus adjustment of 0.0644 due to fractional rounding of the dividend equivalent rights.

F6: As previously reported, on 12/07/11 the reporting person was granted 5,800 restricted stock units ("RSUs"), 1,933 of which will vest on 12/07/12, 1,933 of which will vest on 12/07/13, and 1,934 of which will vest on 12/07/14. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The 89.0996 dividend equivalent rights being reported reflect 37.7515 dividend equivalent rights at $20.28 per RSU credited to the reporting person's account on 07/05/12; and 51.3481 dividend equivalent rights at $14.91 per RSU credited to the reporting person's account on 10/03/12.