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: WEISLER DION J (EVP, PPSG)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-09-17	Common Stock	M	48244	$27.57	Acquired	62131	Direct
2015-09-17	Common Stock	M	23887	$27.57	Acquired	86018	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-09-17	Restricted Stock Units	$	M	14149	Disposed		Common Stock (14149)	Direct
2015-09-17	Restricted Stock Units	$	M	19154	Disposed		Common Stock (19154)	Direct
2015-09-17	Restricted Stock Units	$	M	14941	Disposed		Common Stock (14941)	Direct
2015-09-17	Performance Adjusted Restricted Stock Units	$	M	23887	Disposed		Common Stock (23887)	Direct

Footnotes

F1: Each restricted stock unit represents a contingent right to receive one share of HP common stock.

F2: 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.

F3: As previously reported, on 12/06/12 the reporting person was granted 40,000 restricted stock units ("RSUs"), 13,333 of which vested on each of 12/06/13 and 12/06/14, and 13,334 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 815 vested dividend equivalent rights and a de minimus adjustment of 0.2254 due to fractional rounding of the dividend equivalent rights.

F4: As previously reported, on 12/11/13 the reporting person was granted 55,577 RSUs, 18,525 of which vested on 12/11/14, 18,526 of which vested early on 09/17/15, and 18,526 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 628 vested dividend equivalent rights and a de minimus adjustment of 0.6529 due to fractional rounding of the dividend equivalent rights.

F5: As previously reported, on 12/10/14 the reporting person was granted 44,165 RSUs, 14,721 of which vested early on 09/17/15, 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 number of derivative securities in column 5 includes 220 vested dividend equivalent rights and a de minimus adjustment of 0.6169 due to fractional rounding of the dividend equivalent rights.

F6: As previously reported, on 12/11/13 the reporting person was granted 50,159 performance adjusted restricted stock units ("PARSUs"), 50% of which vested early on 09/17/15, and 50% of which will vest on 12/11/16, in each case subject to certain return on invested capital performance conditions and/or relative total stockholder return conditions being met at the time of vesting. Dividend equivalent rights accrue with respect to these PARSUs when and as dividends are paid on HP common stock. The number of derivative securities in column 5 includes 861.6509 vested dividend equivalent rights accrued but not released since the grant date, and a de minimus adjustment of 0.8486 due to fractional rounding of the dividend equivalent rights.