HP INC — Director's Dealing 2012

Mar 28, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEWLETT PACKARD CO (HPQ)
CIK: 0000047217
Period of Report: 2012-03-23

Reporting Person: Visentin Giovanni (EVP, ES)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-23	Common Stock	M	5418	$23.61	Acquired	9709	Direct
2012-03-23	Common Stock	F	1797	$23.61	Disposed	7912	Direct
2012-03-23	Common Stock	M	5724	$23.61	Acquired	13636	Direct
2012-03-23	Common Stock	F	1898	$23.61	Disposed	11738	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-01-04	Restricted Stock Units	$	A	50.9391	Acquired		Common Stock (50.9391)	Direct
2012-03-23	Restricted Stock Units	$	M	5724	Disposed		Common Stock (5724)	Direct
2012-01-04	Restricted Stock Units	$	A	72.3291	Acquired		Common Stock (72.3291)	Direct
2012-03-23	Restricted Stock Units	$	M	5418	Disposed		Common Stock (5418)	Direct
2012-01-04	Restricted Stock Units	$	A	101.4275	Acquired		Common Stock (101.4275)	Direct
2012-01-04	Restricted Stock Units	$	A	197.8603	Acquired		Common Stock (197.8603)	Direct

Footnotes

F1: Each restricted stock unit represents a contingent right to receive one share of HP common stock.

F2: As previously reported, on 03/23/11 the reporting person was granted 11,300 restricted stock units ("RSUs"), 5,650 of which vested on 03/23/12, and 5,650 of which will vest on 03/23/13. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The 50.9391 dividend equivalent rights being reported reflect 50.9391 dividend equivalent rights at $26.62 per RSU credited to the reporting person's account on 01/04/12.

F3: As previously reported, on 03/23/11 the reporting person was granted 11,300 restricted stock units ("RSUs"), 5,650 of which vested on 03/23/12, and 5,650 of which will vest on 03/23/13. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The number of derivative securities in column 5 includes 74 dividend equivalent rights at $23.61 per RSU credited to the reporting person's account on 03/23/12, and a deminimus adjustment of 0.7708 due to fractional rounding of the dividend equivalent rights.

F4: As previously reported, on 03/23/11 the reporting person was granted 16,045 restricted stock units ("RSUs"), 5,348 of which vested on 03/23/12, and 5,348 of which will vest on 03/23/13, and 5,349 of which will vest on 03/23/14. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The 72.3291 dividend equivalent rights being reported reflect 72.3291 dividend equivalent rights at $26.62 per RSU credited to the reporting person's account on 01/04/12.

F5: As previously reported, on 03/23/11 the reporting person was granted 16,045 restricted stock units ("RSUs"), 5,348 of which vested on 03/23/12, and 5,348 of which will vest on 03/23/13, and 5,349 of which will vest on 03/23/14. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The number of derivative securities in column 5 includes 70 dividend equivalent rights at $23.61 per RSU credited to the reporting person's account on 03/23/12, and a deminimus adjustment of 0.7874 due to fractional rounding of the dividend equivalent rights.

F6: As previously reported, on 08/01/11 the reporting person was granted 30,000 restricted stock units ("RSUs"), 7,500 of which vested on 10/31/11, 15,000 of which will vest on 10/31/12, and 7,500 of which will vest on 04/30/13. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The 101.4275 dividend equivalent rights being reported reflect 101.4275 dividend equivalent rights at $26.62 per RSU credited to the reporting person's account on 01/04/12.

F7: As previously reported, on 12/12/11 the reporting person was granted 43,892 restricted stock units ("RSUs"), 14,630 of which will vest on 12/12/12, and 14,631 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 197.8603 dividend equivalent rights being reported reflect 197.8603 dividend equivalent rights at $26.62 per RSU credited to the reporting person's account on 01/04/12.