HP INC — Director's Dealing 2015

Sep 22, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEWLETT PACKARD CO (HPQ)
CIK: 0000047217
Period of Report: 2015-09-17

Reporting Person: YOUNGJOHNS ROBERT (EVP and GM, HP Software)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-09-17	Common Stock	M	61734	$27.57	Acquired	80504	Direct
2015-09-17	Common Stock	F	32216	$27.57	Disposed	42288	Direct
2015-09-21	Common Stock	S	8375	$26.25	Disposed	39913	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-09-17	Restricted Stock Units	$	M	44217	Disposed		Common Stock (44217)	Direct
2015-09-17	Restricted Stock Units	$	M	6651	Disposed		Common Stock (6651)	Direct
2015-09-17	Restricted Stock Units	$	M	10866	Disposed		Common Stock (10866)	Direct

Footnotes

F1: 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.

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

F3: 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.

F4: As previously reported, on 09/19/12 the reporting person was granted 125,000 restricted stock units ("RSUs"), 41,666 of which vested on 09/19/13, 41,667 of which vested on 09/19/14, and 41,667 of which vested early on 09/17/15. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The number of derivative securities in column 5 includes 2,550 vested dividend equivalent rights and a de minimus adjustment of 0.8969 due to fractional rounding of the dividend equivalent rights.

F5: As previously reported, on 12/11/13 the reporting person was granted 19,300 RSUs, 6,433 of which vested on 12/11/14, 6,433 of which vested early on 09/17/15, and 6,434 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 number of derivative securities in column 5 includes 218 vested dividend equivalent rights and a de minimus adjustment of 0.1871 due to fractional rounding of the dividend equivalent rights.

F6: As previously reported, on 12/10/14 the reporting person was granted 32,120 RSUs, 10,706 of which vested early on 09/17/15, and 10,707 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 number of derivative securities in column 5 includes 160 vested dividend equivalent rights and a de minimus adjustment of 0.1760 due to fractional rounding of the dividend equivalent rights.