HP INC — Director's Dealing 2014

Jan 21, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEWLETT PACKARD CO (HPQ)
CIK: 0000047217
Period of Report: 2014-01-16

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-01-16	Common Stock	M	20822	$29.56	Acquired	25110.3963	Direct
2014-01-16	Common Stock	F	7957	$29.56	Disposed	17153.3963	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-01-02	Restricted Stock Units	$	A	24.4992	Acquired		Common Stock (24.4992)	Direct
2014-01-02	Restricted Stock Units	$	A	72.5108	Acquired		Common Stock (72.5108)	Direct
2014-01-16	Restricted Stock Units	$	M	20822	Disposed		Common Stock (20822)	Direct
2014-01-02	Restricted Stock Units	$	A	280.0796	Acquired		Common Stock (280.0796)	Direct
2014-01-02	Restricted Stock Units	$	A	83.3929	Acquired		Common Stock (83.3929)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	0	Indirect
Common Stock	55918	Indirect

Footnotes

F1: The total beneficial ownership includes 1.4528 shares at $28.2971 per share acquired through dividends paid in shares on 01/03/14 under the HP 2011 Employee Stock Purchase Plan ("ESPP") with respect to shares held under the ESPP.

F2: The total indirect beneficial ownership reflects a decrease of 55,918 shares due to the transfer of 55,918 shares into the reporting person's trust on 01/09/14.

F3: The total indirect beneficial ownership reflects an increase of 55,918 shares due to the transfer of 55,918 shares previously reported as being held indirectly by the reporting person into his trust on 01/09/14.

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

F5: 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 24.4992 dividend equivalent rights being reported reflect 24.4992 dividend equivalent rights at $27.66 per RSU credited to the reporting person's account on 01/02/14.

F6: 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 72.5108 dividend equivalent rights being reported reflect 72.5108 dividend equivalent rights at $27.66 per RSU credited to the reporting person's account on 01/02/14.

F7: 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 number of derivative securities beneficially owned immediately prior to the transaction being reported includes 320.2799 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 485 vested dividend equivalent rights and a de minimus adjustment of 0.3505.

F8: 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 280.0796 dividend equivalent rights being reported reflect 280.0796 dividend equivalent rights at $27.66 per RSU credited to the reporting person's account on 01/02/14.

F9: 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 83.3929 dividend equivalent rights being reported reflect 83.3929 dividend equivalent rights at $27.66 per RSU credited to the reporting person's account on 01/02/14.