HP INC — Director's Dealing 2014

Apr 24, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEWLETT PACKARD CO (HPQ)
CIK: 0000047217
Period of Report: 2014-04-21

Reporting Person: WHITWORTH RALPH V (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-01-02	Restricted Stock Units	$	A	46.4944	Acquired		Common Stock (46.4944)	Direct
2014-04-21	Restricted Stock Units	$	A	5480	Acquired		Common Stock (5480)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	7356	Direct
Common Stock	27796270	Indirect

Footnotes

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

F2: This report reflects a decrease in the number of shares indirectly beneficially owned by the reporting person as a result an in-kind distribution of 2,040,433 shares on 01/09/14 made by certain affiliated entities of Relational Investors LLC ("RILLC") to certain investors in those affiliated entities. As a result of the distributions, the reporting person no longer has dispositive or voting authority, or any other beneficial interest in 2,040,433 shares of the Issuer's common stock previously reported as being indirectly beneficially owned by him.

F3: Reporting person is a Principal of RILLC. RILLC is the record owner of 200 shares and sole general partner or investment manager of certain affiliated entities. These entities own a total of 27,796,070 shares. Reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

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

F5: As previously reported, on 04/22/13 the reporting person was granted 8,857 restricted stock units ("RSUs"), all of which will cliff vest on 04/22/14. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The 46.4944 dividend equivalent rights being reported reflect 46.4944 dividend equivalent rights at $27.66 per RSU credited to the reporting person's account on 01/02/14.

F6: On 04/21/14 the reporting person was granted 5,480 RSUs, all of which will cliff vest on 04/21/15. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock.