HP INC — Director's Dealing 2014

Sep 5, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEWLETT PACKARD CO (HPQ)
CIK: 0000047217
Period of Report: 2014-09-03

Reporting Person: Nefkens Michael G (EVP, Enterprise Services)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-09-03	Common Stock	M	14000	$23.59	Acquired	29408.1048	Direct
2014-09-03	Common Stock	S	14000	$38.13	Disposed	15408.1048	Direct
2014-09-03	Common Stock	S	5000	$38.13	Disposed	10408.1048	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-09-03	Employee Stock Option (right to buy)	$23.59	M	14000	Disposed	2019-09-27	Common Stock (14000)	Direct
2014-07-02	Restricted Stock Units	$	A	22.0401	Acquired		Common Stock (22.0401)	Direct
2014-07-02	Restricted Stock Units	$	A	65.2326	Acquired		Common Stock (65.2326)	Direct
2014-07-02	Restricted Stock Units	$	A	192.0897	Acquired		Common Stock (192.0897)	Direct
2014-07-02	Restricted Stock Units	$	A	251.9669	Acquired		Common Stock (251.9669)	Direct
2014-07-02	Restricted Stock Units	$	A	75.0224	Acquired		Common Stock (75.0224)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	52666	Indirect

Footnotes

F1: The total beneficial ownership includes 1.34050 shares at $34.0248 per share acquired through dividends paid in shares on 07/03/14 under the HP 2011 Employee Stock Purchase Plan ("ESPP") with respect to shares held under the ESPP. The total beneficial ownership also includes the acquisition of 0.0410 shares at $34.1095 per share received on 07/02/14 through dividends paid in shares.

F2: The sales reported on this Form 4 were effectuated pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on 05/27/14.

F3: There is no reportable change since the last filing. This is a reiteration of holdings only.

F4: This option became exercisable in three equal annual installments beginning on this date.

F5: This option is no longer exercisable beginning on this date.

F6: Each restricted stock unit represents a contingent right to receive one share of HP common stock.

F7: As previously reported, on 12/07/11 the reporting person was granted 14,000 restricted stock units ("RSUs"), 4,666 of which vested on 12/07/12, 4,667 of which vested on 12/07/13, and 4,667 of which will vest on 12/07/14. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The 22.0401 dividend equivalent rights being reported reflect 22.0401 dividend equivalent rights at $33.88 per RSU credited to the reporting person's account on 07/02/14.

F8: As previously reported, on 09/19/12 the reporting person was granted 27,625 RSUs, 13,812 of which vested on 09/19/13, and 13,813 of which will vest on 09/19/14. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The 65.2326 dividend equivalent rights being reported reflect 65.2326 dividend equivalent rights at $33.88 per RSU credited to the reporting person's account on 07/02/14.

F9: As previously reported, on 01/16/13 the reporting person was granted 61,012 RSUs, 20,337 of which vested on 01/16/14, 20,337 of which will vest on 01/16/15, and 20,338 of which will vest on 01/16/16. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The 192.0897 dividend equivalent rights being reported reflect 192.0897 dividend equivalent rights at $33.88 per RSU credited to the reporting person's account on 07/02/14.

F10: As previously reported, on 12/11/13 the reporting person was granted 53,354 RSUs, 17,784 of which will vest on 12/11/14, and 17,785 of which will vest on each of 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 251.9669 dividend equivalent rights being reported reflect 251.9669 dividend equivalent rights at $33.88 per RSU credited to the reporting person's account on 07/02/14.

F11: As previously reported, on 12/11/13 the reporting person was granted 15,886 RSUs, 7,943 of which will vest on each of 12/11/14 and 12/11/15. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The 75.0224 dividend equivalent rights being reported reflect 75.0224 dividend equivalent rights at $33.88 per RSU credited to the reporting person's account on 07/02/14.