HP INC — Director's Dealing 2012

Mar 6, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEWLETT PACKARD CO (HPQ)
CIK: 0000047217
Period of Report: 2012-03-01

Reporting Person: JOSHI VYOMESH (EVP IPG)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-01	Common Stock	M	100000	$22.015	Acquired	111312.8699	Direct
2012-03-01	Common Stock	S	100000	$25.4589	Disposed	11312.8699	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-01	Employee Stock Option (right to buy)	$22.015	M	100000	Disposed	2012-03-18	Common Stock (100000)	Direct
2012-01-04	Restricted Stock Units	$	A	79.8663	Acquired		Common Stock (79.8663)	Direct
2012-01-04	Restricted Stock Units	$	A	515.4861	Acquired		Common Stock (515.4861)	Direct
2012-01-04	Restricted Stock Units	$	A	296.7904	Acquired		Common Stock (296.7904)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	296166	Indirect
Common Stock	14380	Indirect
Common Stock	14380	Indirect
Common Stock	1475	Indirect

Footnotes

F1: The total beneficial ownership includes 36.7435 shares at $26.5149 per share acquired through dividends paid in shares under the HP 2011 Employee Stock Ownership Plan ("ESPP") on 01/04/12 with respect to shares held under the ESPP.

F2: The total direct beneficial ownership reflects a decrease of 16,102 shares due to the transfer of 16,102 shares into the 2001 Joshi Living Trust Account on 02/01/12.

F3: The sale reported on this Form 4 was effectuated pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on 12/05/11.

F4: The price in Column 4 is a weighted average price. The prices actually received ranged from $25.36 to $25.62. Upon request, the reporting person will provide to the Issuer, any security holder of the Issuer, or the SEC staff information regarding the number of shares sold at each price within the range.

F5: The total indirect beneficial ownership reflects an increase of 16,102 shares due to the transfer of 16,102 shares to the 2001 Joshi Living Trust Account on 02/01/12.

F6: There is no reportable change since the last filing. This is a reiteration of holdings only.

F7: This option became exercisable in four equal annual installments beginning on this date.

F8: Each restricted stock unit represents a contingent right to receive one share of HP common stock.

F9: As previously reported, on 12/10/10 the reporting person was granted 35,434 restricted stock units ("RSUs"), 17,717 of which vested on 12/10/11 and 17,717 of which will vest on 12/10/12. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The 79.8663 dividend equivalent rights being reported reflect 79.8663 dividend equivalent rights at $26.62 per RSU credited to the reporting person's account on 01/04/12.

F10: As previously reported, on 06/27/11 the reporting person was granted 114,352 restricted stock units ("RSUs") which will vest on 06/27/15 subject to acceleration based on certain stock performance conditions. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The 515.4861 dividend equivalent rights being reported reflect 515.4861 dividend equivalent rights at $26.62 per RSU credited to the reporting person's account on 01/04/12.

F11: As previously reported, on 12/12/11 the reporting person was granted 65,838 restricted stock units ("RSUs"), 21,946 of which will vest on each of 12/12/12, 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 296.7904 dividend equivalent rights being reported reflect 296.7904 dividend equivalent rights at $26.62 per RSU credited to the reporting person's account on 01/04/12.