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: WHITMAN MARGARET C (Director, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-04-25	Common Stock	M	3455	—	Acquired	3455	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-01-04	Restricted Stock Units	$	A	32.8	Acquired		Common Stock (32.8)	Direct
2012-04-25	Restricted Stock Units	$	M	3454.4241	Disposed		Common Stock (3454.4241)	Direct
2012-01-04	Restricted Stock Units	$	A	1539.0961	Acquired		Common Stock (1539.0961)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	66	Indirect

Footnotes

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

F2: There is no reportable change since the last filing. This is a reiteration of holdings only.

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

F4: As previously reported, on 04/25/11 the reporting person was granted 6,786 restricted stock units ("RSUs"). Following Reporting Person's appointment as Issuer's President and CEO on 09/22/11, the RSU award was reduced by 50% to reflect that the Reporting Person would not be serving as a non-employee director during the entire 2011-2012 Board term. The beneficial ownership in column 9 reflects this reduction by 3,421 RSUs. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The 32.800 dividend equivalent rights being reported reflect 15.2953 dividend equivalent rights at $26.62 per RSU credited to the reporting person's account on 01/04/12, and 17.5047 dividend equivalent rights at $23.26 per RSU credited to the reporting person's account on 04/04/12.

F5: On 12/14/11 the reporting person was granted 159,212 restricted stock units ("RSUs"), 53,070 of which will vest on 12/12/12, and 53,071 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 1,539.0961 dividend equivalent rights being reported reflect 717.7100 dividend equivalent rights at $26.62 per RSU credited to the reporting person's account on 01/04/12, and 821.3861 dividend equivalent rights at $23.26 per RSU credited to the reporting person's account on 04/04/12.