HP INC — Director's Dealing 2014

Dec 11, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEWLETT PACKARD CO (HPQ)
CIK: 0000047217
Period of Report: 2014-12-10

Reporting Person: KEOGH TRACY S (EVP HR)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-12-10	Employee Stock Option (right to buy)	$37.36	A	139652	Acquired	2022-12-10	Common Stock (139652)	Direct
2014-12-10	Performance Adjusted Restricted Stock Units	$	A	21039	Acquired		Common Stock (21039)	Direct
2014-12-10	Restricted Stock Units	$	A	24090	Acquired		Common Stock (24090)	Direct
2014-12-10	Restricted Stock Units	$	A	53533	Acquired		Common Stock (53533)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	60429	Direct

Footnotes

F1: There is no reportable change since the last filing. This is a reiteration of holdings only.

F2: This option will vest 33.3% on each of the first three anniversaries of the grant date, in each case subject to the satisfaction of certain stock price performance conditions being met prior to the end of the fourth fiscal year following the grant date.

F3: This option is no longer exercisable beginning on this date.

F4: Each restricted stock unit represents a contingent right to receive one share of HP common stock.

F5: On 12/10/14 the reporting person was granted 21,039 performance adjusted restricted stock units ("PARSUs"), 50% of which will vest on each of 12/10/16 and 12/10/17, in each case subject to certain return on invested capital performance conditions and/or relative total stockholder return conditions being met at the time of vesting. Dividend equivalent rights accrue with respect to these PARSUs when and as dividends are paid on HP common stock.

F6: On 12/10/14 the reporting person was granted 24,090 restricted stock units ("RSUs"), 8,030 of which will vest on each of 12/10/15, 12/10/16 and 12/10/17. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock.

F7: On 12/10/14 the reporting person was granted 53,533 RSUs, 13,383 of which will vest on each of 12/10/15, 12/10/16 and 12/10/17, and 13,384 of which will vest on 12/10/18. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock.