HP INC — Director's Dealing 2015

Dec 11, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HP INC (HPQ)
CIK: 0000047217
Period of Report: 2015-12-09

Reporting Person: FLAXMAN JON E (Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-12-10	Common Stock	M	5667	$12.36	Acquired	15608	Direct
2015-12-10	Common Stock	F	2000	$12.36	Disposed	13608	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-12-09	Restricted Stock Units	$	A	115607	Acquired		Common Stock (115607)	Direct
2015-12-09	Performance Adjusted Restricted Stock Units	$	A	168589	Acquired		Common Stock (168589)	Direct
2015-12-10	Restricted Stock Units	$	M	5667	Disposed		Common Stock (5667)	Direct

Footnotes

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

F2: On 12/09/15 the reporting person was granted 115,607 RSUs, 38,535 of which will vest on 12/09/16, and 38,536 of which will vest on each of 12/09/2017 and 12/09/2018. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on the HP common stock.

F3: On 12/09/15 the reporting person was granted 168,589 performance adjusted restricted stock units ("PARSUs"), 50% of which will vest on each of 12/09/17 and 12/09/18, 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.

F4: The share amounts reported reflect the conversion of the awards upon the distribution of the Hewlett Packard Enterprise shares on November 1, 2015.

F5: On 12/10/14 the reporting person was granted 16,647 RSUs, 5,549 of which vested on 12/10/15, and 5,549 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 the Issuer's common stock. The number of derivative securities in column 5 includes 118 vested dividend equivalent rights. The amounts reflected in this footnote reflect the conversion of the awards upon the distribution of the Hewlett Packard Enterprise shares on November 1, 2015.