HP INC — Director's Dealing 2015

Jan 22, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEWLETT PACKARD CO (HPQ)
CIK: 0000047217
Period of Report: 2015-01-16

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-01-16	Common Stock	M	284718	$17.21	Acquired	308697.6448	Direct
2015-01-16	Common Stock	S	284718	$37.9627	Disposed	23979.6448	Direct
2015-01-16	Common Stock	M	21182	$38.34	Acquired	45161.6448	Direct
2015-01-16	Common Stock	F	11053	$38.34	Disposed	34108.6448	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-01-16	Employee Stock Option (right to buy)	$17.21	M	284718	Disposed	2021-01-16	Common Stock (284718)	Direct
2015-01-16	Restricted Stock Units	$	M	21182	Disposed		Common Stock (21182)	Direct
2015-01-07	Restricted Stock Units	$	A	143.2469	Acquired		Common Stock (143.2469)	Direct
2015-01-07	Restricted Stock Units	$	A	31.9879	Acquired		Common Stock (31.9879)	Direct
2015-01-07	Restricted Stock Units	$	A	161.6914	Acquired		Common Stock (161.6914)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	59545	Indirect

Footnotes

F1: The total beneficial ownership includes 1.1306 shares at $40.6161 per share acquired through dividends paid in shares on 01/08/15 under the HP 2011 Employee Stock Purchase Plan ("ESPP") with respect to shares held
under the ESPP. The total beneficial ownership also includes the acquisition of 0.0360 shares at $39.7693 per share received on 10/01/14 through dividends paid in shares.

F2: The sales reported on this Form 4 were effectuated pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on 05/27/14.

F3: The price in Column 4 is a weighted average price. The prices actually paid ranged from $37.61 to $38.37. 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.

F4: There is no reportable change since the last filing. This is a reiteration of holdings only.

F5: This option became exercisable beginning on this date.

F6: This option is no longer exercisable beginning on this date.

F7: Each restricted stock unit represents a contingent right to receive one share of HP common stock.

F8: As previously reported, on 01/16/13 the reporting person was granted 61,012 restricted stock units ("RSUs"), 20,337 of which vested on 01/16/14 and 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 in column 5 includes 845 vested dividend equivalent rights and a de minimus adjustment of 0.0181 due to fractional rounding of the dividend equivalent rights.

F9: As previously reported, on 12/11/13 the reporting person was granted 53,354 RSUs, 17,784 of which vested 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 143.2469 dividend equivalent rights being reported reflect 143.2469 dividend equivalent rights at $39.73 per RSU credited to the reporting person's account on 01/07/15.

F10: As previously reported, on 12/11/13 the reporting person was granted 15,886 RSUs, 7,943 of which vested on 12/11/14 and 7,943 of which will vest on 12/11/15. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The 31.9879 dividend equivalent rights being reported reflect 31.9879 dividend equivalent rights at $39.73 per RSU credited to the reporting person's account on 01/07/15.

F11: As previously reported, on 12/10/14 the reporting person was granted 40,150 RSUs, 13,383 of which will vest on each of 12/10/15 and 12/10/16, and 13,384 of which will vest on 12/10/17. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The 161.6914 dividend equivalent rights being reported reflect 161.6914 dividend equivalent rights at $39.73 per RSU credited to the reporting person's account on 01/07/15.