HP INC — Director's Dealing 2015

Sep 23, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEWLETT PACKARD CO (HPQ)
CIK: 0000047217
Period of Report: 2015-09-21

Reporting Person: LESJAK CATHERINE A (EVP & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-09-21	Common Stock	M	200000	$13.83	Acquired	200000	Direct
2015-09-21	Common Stock	S	200000	$26.3542	Disposed	0	Direct
2015-09-21	Common Stock	S	23266	$26.2295	Disposed	23267	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-09-21	Employee Stock Option (right to buy)	$13.83	M	200000	Disposed	2020-12-06	Common Stock (200000)	Direct
2015-07-01	Restricted Stock Units	$	A	208.4896	Acquired		Common Stock (208.4896)	Direct
2015-07-01	Restricted Stock Units	$	A	235.028	Acquired		Common Stock (235.028)	Direct
2015-07-01	Restricted Stock Units	$	A	254.6868	Acquired		Common Stock (254.6868)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	306	Indirect

Footnotes

F1: The total direct beneficial ownership reflects a decrease of 46,533 shares due to the transfer of 46,533 shares into a Joint Account with the reporting person's spouse on 06/30/15.

F2: The total indirect beneficial ownership reflects an increase of 46,533 shares due to the transfer of 46,533 shares previously reported as being held directly by the reporting person into a Joint Account with the reporting person's spouse on 06/30/15.

F3: The sales reported on this Form 4 were effectuated pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on 06/03/15.

F4: The sales reported on this Form 4 were effectuated pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on 06/04/15.

F5: The price in Column 4 is a weighted average price. The prices actually paid ranged from $26.20 to $26.50. Upon request, the reporting person will provide to the Issuer, any security holder of the Issuer, or the SEC staff information regarding the number of shares purchased at each price within the range.

F6: The price in Column 4 is a weighted average price. The prices actually paid ranged from $26.20 to $26.25. Upon request, the reporting person will provide to the Issuer, any security holder of the Issuer, or the SEC staff information regarding the number of shares purchased at each price within the range.

F7: There is no reportable change since the last filing. This is a reiteration of holdings only.

F8: On 07/29/15 the Issuer announced approved amendments to certain outstanding long-term incentive awards that were originally scheduled to vest between 09/18/15 and 12/31/15, to provide for the accelerated vesting on 09/17/15.

F9: This option became exercisable beginning on this date.

F10: This option is no longer exercisable beginning on this date.

F11: Each restricted stock unit represents a contingent right to receive one share of HP common stock.

F12: As previously reported, on 12/06/12 the reporting person was granted 108,460 restricted stock units ("RSUs"), 36,153 of which vested on each of 12/06/13 and 12/06/14, and 36,154 of which will vest on 12/06/15. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The 208.4896 dividend equivalent rights being reported reflect 208.4896 dividend equivalent rights at $30.52 per RSU credited to the reporting person's account on 07/01/15.

F13: As previously reported, on 12/11/13 the reporting person was granted 61,134 RSUs, 20,378 of which vested on 12/11/14, and 20,378 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 235.0280 dividend equivalent rights being reported reflect 235.0280 dividend equivalent rights at $30.52 per RSU credited to the reporting person's account on 07/01/15.

F14: As previously reported, on 12/10/14 the reporting person was granted 44,165 RSUs, 14,721 of which will vest on 12/10/15, and 14,722 of which will vest on each of 12/10/16 and 12/10/17. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The 254.6868 dividend equivalent rights being reported reflect 254.6868 dividend equivalent rights at $30.52 per RSU credited to the reporting person's account on 07/01/15.