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: Lane Raymond J. (Director, Executive Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-04-25	Common Stock	M	6909	—	Acquired	22092	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-01-04	Restricted Stock Units	$	A	290.0088	Acquired		Common Stock (290.0088)	Direct
2012-01-04	Restricted Stock Units	$	A	65.6	Acquired		Common Stock (65.6)	Direct
2012-04-25	Restricted Stock Units	$	M	6908.2241	Disposed		Common Stock (6908.2241)	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 11/01/10 the reporting person was granted 45,000 restricted stock units ("RSUs"), 15,000 of which vested on 11/01/11, and 30,000 of which will vest on 11/01/13. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The 290.0088 dividend equivalent rights being reported reflect 135.2367 dividend equivalent rights at $26.62 per RSU credited to the reporting person's account on 01/04/12, and 154.7721 dividend equivalent rights at $23.26 per RSU credited to the reporting person's account on 04/04/12.

F4: As previously reported, on 04/25/11 the reporting person was granted 6,786 restricted stock units ("RSUs"). Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The 65.6000 dividend equivalent rights being reported reflect 30.5905 dividend equivalent rights at $26.62 per RSU credited to the reporting person's account on 01/04/12, and 35.0095 dividend equivalent rights at $23.26 per RSU credited to the reporting person's account on 04/04/12. These RSUs cliff vested on 04/25/12, at which time the vested shares were delivered to the Reporting Person.