HP INC — Director's Dealing 2016

Dec 14, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HP INC (HPQ)
CIK: 0000047217
Period of Report: 2016-11-29

Reporting Person: KEOGH TRACY S (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-11-29	Common Stock	M	25811.00	$15.15	Acquired	172251.00	Direct
2016-11-29	Common Stock	F	13469.00	$15.15	Disposed	158782.00	Direct
2016-12-09	Common Stock	M	33170.00	$15.78	Acquired	191952.00	Direct
2016-12-09	Common Stock	F	17309.00	$15.78	Disposed	174643.00	Direct
2016-12-10	Common Stock	M	49075.00	$15.78	Acquired	223718.00	Direct
2016-12-10	Common Stock	F	25609.00	$15.78	Disposed	198109.00	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-11-29	Performance Adjusted Restricted Stock Units	$	M	25811.00	Disposed		Common Stock (25811.00)	Direct
2016-12-09	Restricted Stock Unit	$	M	33170.00	Disposed		Common Stock (33170.00)	Direct
2016-12-10	Restricted Stock Units	$	M	18403.00	Disposed		Common Stock (18403.00)	Direct
2016-12-10	Restricted Stock Units	$	M	30672.00	Disposed		Common Stock (30672.00)	Direct

Footnotes

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

F2: As previously reported, on 12/11/2014 the reporting person was granted 46,456 performance adjusted restricted stock units ("PARSUs"), of which 24,831 vested on 11/29/2016 based on the achievement of certain return on invested capital performance conditions and total stockholder return conditions. Dividend equivalent units accrued with respect to these PARSUs when and as dividends were paid on HP common stock. The number of derivative securities in column 5 includes 980 vested dividend equivalent units.

F3: On 12/9/2015 the reporting person was granted 95,789 RSUs, 31,929 of which vested on 12/9/2016, and 31,930 of which will vest on each of 12/9/2017 and 12/9/2018. 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 1,241 vested dividend equivalent rights.

F4: On 12/10/2014 the reporting person was granted 52,080 RSUs, 17,359 of which vested on 9/17/2015, 17,360 of which vested on 12/10/2016 and 17,361 of which will vest on 12/10/2017. 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 1,043 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.

F5: On 12/10/2014 the reporting person was granted 115,735 RSUs, 28,932 of which vested on 9/17/2015, 28,934 of which vested on 12/10/2016, 28,933 of which will vest on 12/10/2017 and 28,936 of which will vest on 12/10/2018. 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 1,738 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.