HP INC — Director's Dealing 2012

May 31, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEWLETT PACKARD CO (HPQ)
CIK: 0000047217
Period of Report: 2012-05-28

Reporting Person: KADIFA ABDO G (EVP, HP Software)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-28	Employee Stock Option (right to buy)	$22.80	A	252000	Acquired	2020-05-28	Common Stock (252000)	Direct
2012-05-28	Restricted Stock Units	$	A	63000	Acquired		Common Stock (63000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	0	Direct

Footnotes

F1: On 05/28/12 the reporting person was granted a non-qualitifed stock option to purchase 252,000 shares, of which 126,000 will vest and become exercisable on each of 05/28/14 and 05/28/15 subject to the satisfaction of certain stock price performance conditions. The options will be forfeited if the applicable performance conditions have not been met by the expiration date.

F2: This option is no longer exercisable beginning on this date.

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

F4: On 05/28/12 the Reporting Person was granted 63,000 restricted stock units ("RSUs"), 21,000 of which will vest on each of 05/28/13, 05/28/14, and 05/28/15. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock.