HP INC — Director's Dealing 2014

Mar 21, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEWLETT PACKARD CO (HPQ)
CIK: 0000047217
Period of Report: 2014-03-18

Reporting Person: SCHULTZ JOHN F (EVP, GC & SEC)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-03-18	Common Stock	S	10000	$30.25	Disposed	30764.7957	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-01-02	Restricted Stock Units	$	A	26.2473	Acquired		Common Stock (26.2473)	Direct
2014-01-02	Restricted Stock Units	$	A	41.9957	Acquired		Common Stock (41.9957)	Direct
2014-01-02	Restricted Stock Units	$	A	227.7425	Acquired		Common Stock (227.7425)	Direct
2014-01-02	Restricted Stock Units	$	A	175.0484	Acquired		Common Stock (175.0484)	Direct

Footnotes

F1: The total beneficial ownership includes 8.1623 shares at $28.2971 per share acquired through dividends paid in shares on 01/03/14 under the HP 2011 Employee Stock Purchase Plan. The total beneficial ownership also includes the acquisition of 2.7260 shares at $27.6154 per share received on 01/02/14 through dividends paid in shares.

F2: The stock sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on 03/06/14.

F3: Each restricted stock unit represents a contingent right to receive one share of HP common stock.

F4: As previously reported, on 12/07/11 the reporting person was granted 15,000 restricted stock units ("RSUs"), 5,000 of which vested on each of 12/07/12 and 12/07/13, and 5,000 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 26.2473 dividend equivalent rights being reported reflect 26.2473 dividend equivalent rights at $27.66 per RSU credited to the reporting person's account on 01/02/14.

F5: As previously reported, on 05/16/12 the reporting person was granted 12,000 RSUs, 4,000 of which vested on 05/16/13, and 4,000 of which will vest on each of 05/16/14 and 05/16/15. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The 41.9957 dividend equivalent rights being reported reflect 41.9957 dividend equivalent rights at $27.66 per RSU credited to the reporting person's account on 01/02/14.

F6: As previously reported, on 12/06/12 the reporting person was granted 65,076 RSUs, 21,692 of which vested on 12/06/13, and 21,692 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 227.7425 dividend equivalent rights being reported reflect 227.7425 dividend equivalent rights at $27.66 per RSU credited to the reporting person's account on 01/02/14.

F7: As previously reported, on 12/11/13 the reporting person was granted 33,346 RSUs, 11,115 of which will vest on each of 12/11/14 and 12/11/15, and 11,116 of which will vest on 12/11/16.. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The 175.0484 dividend equivalent rights being reported reflect 175.0484 dividend equivalent rights at $27.66 per RSU credited to the reporting person's account on 01/02/14.