HP INC — Director's Dealing 2014

Dec 9, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEWLETT PACKARD CO (HPQ)
CIK: 0000047217
Period of Report: 2014-12-06

Reporting Person: Ricci Jeff T (SVP, Controller & PAO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-12-06	Common Stock	M	2355	$39.55	Acquired	2355	Direct
2014-12-06	Common Stock	F	886	$39.55	Disposed	1469	Direct
2014-12-07	Common Stock	M	1607	$39.55	Acquired	3076	Direct
2014-12-07	Common Stock	F	605	$39.55	Disposed	2471	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-12-07	Restricted Stock Units	$	M	1607	Disposed		Common Stock (1607)	Direct
2014-12-06	Restricted Stock Units	$	M	2355	Disposed		Common Stock (2355)	Direct
2014-10-01	Restricted Stock Units	$	A	30.8747	Acquired		Common Stock (30.8747)	Direct
2014-10-01	Restricted Stock Units	$	A	45.0408	Acquired		Common Stock (45.0408)	Direct
2014-10-01	Restricted Stock Units	$	A	57.8871	Acquired		Common Stock (57.8871)	Direct

Footnotes

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

F2: As previously reported, on 12/07/11 the reporting person was granted 4,500 restricted stock units ("RSUs"), 1,500 of which vested on each of 12/07/12, 12/07/13, and 12/07/14. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The number of derivative securities beneficially owned immediately prior to the transaction being reported includes 6.9465 dividend equivalent rights at $34.55 per RSU credited to the reporting person's account on 10/01/14. The number of derivative securities in column 5 includes 107 vested dividend equivalent rights and a de minimus adjustment of 0.6153 due to fractional rounding of the dividend equivalent rights.

F3: As previously reported, on 12/06/12 the reporting person was granted 6,750 RSUs, 2,250 of which vested on each of 12/06/13 and 12/06/14, and 2,250 of which will vest on 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 20.8394 dividend equivalent rights at $34.55 per RSU credited to the reporting person's account on 10/01/14. The number of derivative securities in column 5 includes 105 vested dividend equivalent rights and a de minimus adjustment of 0.8459 due to fractional rounding of the dividend equivalent rights.

F4: As previously reported, on 02/19/13 the reporting person was granted 10,000 RSUs, 3,333 of which vested on 02/19/14, 3,333 of which will vest on 02/19/15, and 3,334 of which will vest on 02/19/16. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The 30.8747 dividend equivalent rights being reported reflect 30.8747 dividend equivalent rights at $34.55 per RSU credited to the reporting person's account on 10/01/14.

F5: As previously reported, on 12/11/13 the reporting person was granted 9,726 RSUs, 3,242 of which will vest on each of 12/11/14, 12/11/15, and 12/11/16. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The 45.0408 dividend equivalent rights being reported reflect 45.0408 dividend equivalent rights at $34.55 per RSU credited to the reporting person's account on 10/01/14.

F6: As previously reported, on 05/23/14 the reporting person was granted 12,500 RSUs, 4,166 of which will vest on 05/23/15, and 4,167 of which will vest on each of 05/23/16 and 05/23/17. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The 57.8871 dividend equivalent rights being reported reflect 57.8871 dividend equivalent rights at $34.55 per RSU credited to the reporting person's account on 10/01/14.