HP INC — Director's Dealing 2012

Apr 28, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEWLETT PACKARD CO (HPQ)
CIK: 0000047217
Period of Report: 2012-04-25

Reporting Person: KEOGH TRACY S (EVP HR)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-04-25	Common Stock	M	11681	$24.83	Acquired	11681	Direct
2012-04-25	Common Stock	F	4286	$24.83	Disposed	7395	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-01-04	Restricted Stock Units	$	A	221.8181	Acquired		Common Stock (221.8181)	Direct
2012-04-25	Restricted Stock Units	$	M	11681	Disposed		Common Stock (11681)	Direct
2012-01-04	Restricted Stock Units	$	A	265.1937	Acquired		Common Stock (265.1937)	Direct
2012-01-04	Restricted Stock Units	$	A	609.9368	Acquired		Common Stock (609.9368)	Direct

Footnotes

F1: The amount reported reflects a deminimus adjustment of shares due to the rounding of fractional shares.

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

F3: As previously reported, on 04/25/11 the reporting person was granted 22,946 restricted stock units ("RSUs"), 11,473 of which vested on 04/25/12 and 11,473 of which will vest on 04/25/13. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The 221.8181 dividend equivalent rights being reported reflect 103.4380 dividend equivalent rights at $26.62 per RSU credited to the reporting person's account on 01/04/12 and 118.3801 dividend equivalent rights at $23.26 per RSU credited to the reporting person's account on 04/04/12.

F4: As previously reported, on 12/12/11 the reporting person was granted 27,433 restricted stock units ("RSUs"), 9,144 of which will vest on each of 12/12/12 and 12/12/13, and 9,145 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 265.1937 dividend equivalent rights being reported reflect 123.6649 dividend equivalent rights at $26.62 per RSU credited to the reporting person's account on 01/04/12 and 141.5288 dividend equivalent rights at $23.26 per RSU credited to the reporting person's account on 04/04/12.

F5: As previously reported, on 12/12/11 the reporting person was granted 63,095 restricted stock units ("RSUs"), 21,031 of which will vest on 12/12/12, and 21,032 of which will vest on each of 12/12/13 and 12/12/14. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The 609.9368 dividend equivalent rights being reported reflect 284.4252 dividend equivalent rights at $26.62 per RSU credited to the reporting person's account on 01/04/12 and 325.5116 dividend equivalent rights at $23.26 per RSU credited to the reporting person's account on 04/04/12.