HP INC — Director's Dealing 2014

Mar 24, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEWLETT PACKARD CO (HPQ)
CIK: 0000047217
Period of Report: 2014-03-20

Reporting Person: WHITMAN MARGARET C (Director, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-03-20	Common Stock	M	1227	$31.48	Acquired	117252	Direct
2014-03-20	Common Stock	F	463	$31.48	Disposed	116789	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-01-02	Restricted Stock Units	$	A	278.594	Acquired		Common Stock (278.594)	Direct
2014-01-02	Restricted Stock Units	$	A	1004.5992	Acquired		Common Stock (1004.5992)	Direct
2014-03-20	Restricted Stock Units	$	M	1227	Disposed		Common Stock (1227)	Direct
2014-01-02	Restricted Stock Units	$	A	758.5361	Acquired		Common Stock (758.5361)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	66	Indirect

Footnotes

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

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

F3: As previously reported, on 12/14/11 the reporting person was granted 159,212 restricted stock units ("RSUs"), 53,070 of which vested on 12/14/12, 53,071 of which vested on 12/14/13, and 53,071 of which will vest on 12/14/14. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The 278.5940 dividend equivalent rights being reported reflect 278.5940 dividend equivalent rights at $27.66 per RSU credited to the reporting person's account on 01/02/14.

F4: As previously reported, on 01/02/13 the reporting person was granted 287,057 RSUs, 95,685 of which vested on 12/06/13, and 95,686 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 1,004.5992 dividend equivalent rights being reported reflect 1,004.5992 dividend equivalent rights at $27.66 per RSU credited to the reporting person's account on 01/02/14.

F5: As previously reported, on 03/20/13 the reporting person was granted 3,616 RSUs, 1,205 of which vested on 03/20/14, 1,205 of which will vest on 03/20/15, and 1,206 of which will vest on 03/20/16. 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 18.9820 dividend equivalent rights at $27.66 per RSU credited to the reporting person's account on 01/02/14. The number of derivative securities in column 5 includes 22 vested dividend equivalent rights and a de minimus adjustment of 0.6317 due to fractional rounding of the dividend equivalent rights.

F6: As previously reported, on 12/11/13 the reporting person was granted 144,498 RSUs, 48,166 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 758.5361 dividend equivalent rights being reported reflect 758.5361 dividend equivalent rights at $27.66 per RSU credited to the reporting person's account on 01/02/14.