HP INC — Director's Dealing 2013

Dec 11, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEWLETT PACKARD CO (HPQ)
CIK: 0000047217
Period of Report: 2013-12-06

Reporting Person: VEGHTE WILLIAM L (EVP and GM EG)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-12-06	Common Stock	M	40857	$27.70	Acquired	156999.228	Direct
2013-12-06	Common Stock	F	19081	$27.70	Disposed	137918.228	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-10-02	Restricted Stock Units	$	A	248.1767	Acquired		Common Stock (248.1767)	Direct
2013-12-06	Restricted Stock Units	$	M	40857	Disposed		Common Stock (40857)	Direct

Footnotes

F1: The total beneficial ownership includes 16.0617 shares at $21.0314 per share acquired through dividends paid in shares under the HP 2011 Employee Stock Purchase Plan ("ESPP") on 10/03/13 with respect to shares held under the ESPP.

F2: Each restricted stock unit represents a contingent right to receive one share of HP common stock.

F3: As previously reported, on 12/12/11 the reporting person was granted 54,865 restricted stock units ("RSUs"), 18,288 of which vested on 12/12/12, 18,288 of which will vest on 12/12/13, and 18,289 of which will vest on 12/12/14. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The 248.1767 dividend equivalent rights being reported reflect 248.1767 dividend equivalent rights at $21.40 per RSU credited to the reporting person's account on 10/02/13.

F4: As previously reported, on 12/06/12 the reporting person was granted 119,306 restricted stock units ("RSUs"), 39,768 of which vested on 12/06/13, and 39,769 of which will vest on each of 12/06/14 and 12/06/15.
Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The number of derivative securities beneficially owned immediately prior to the transaction being reported includes 809.4968 dividend equivalent rights at $21.40 per RSU credited to the reporting person's account on 10/02/13. The number of derivative securities in column 5 includes 1,089 vested dividend equivalent rights and a deminimus adjustment of 0.2562 due to fractional rounding of the dividend equivalent rights.