HP INC — Director's Dealing 2012

Apr 25, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEWLETT PACKARD CO (HPQ)
CIK: 0000047217
Period of Report: 2012-04-20

Reporting Person: WHITWORTH RALPH V (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-04-20	Restricted Stock Units	$	A	7140	Acquired		Common Stock (7140)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	16334517	Indirect

Footnotes

F1: Effective 02/29/12, Mr. Whitworth no longer has dispository or voting authority, or any other beneficial interest in, 916,883 shares of the Issuer's common stock previously reported as being indirectly beneficially owned by him as a result of distributions of shares that were held by certain affiliated entities of Relational Investors LLC ("RILLC").

F2: Mr. Whitworth is a Principal of RILLC. RILLC is the record owner of 200 shares and sole general partner, or sole managing member of the general partner, of Relational Investors L.P., Relational Fund Partners, L.P., Relational Coast Partners, L.P., RH Fund 1, L.P., RH Fund 6, L.P., Relational Investors VIII, L.P., Relational Investors IX, L.P., Relational Investors, XV, L.P., Relational Investors XVI, L.P., Relational Investors XX, L.P., Relational Investors XXIII, L.P. and Relational Investors Alpha Fund I, L.P. These limited partnerships own a total of 11,559,888 shares. An additional 4,774,429 shares are held in accounts managed by RILLC. Mr. Whitworth disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

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

F4: On 04/20/12 the Reporting Person was granted 7,140 restricted stock units ("RSUs"), all of which will cliff vest on 04/20/13. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock.