HP INC — Director's Dealing 2018

Dec 12, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HP INC (HPQ)
CIK: 0000047217
Period of Report: 2018-12-07

Reporting Person: WEISLER DION J (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-12-07	Common Stock	M	192440.00	$0.00	Acquired	1248276.00	Direct
2018-12-07	Common Stock	F	95414.00	$22.93	Disposed	1152862.00	Direct
2018-12-09	Common Stock	M	144499.00	$0.00	Acquired	1297361.00	Direct
2018-12-09	Common Stock	F	71644.00	$22.93	Disposed	1225717.00	Direct
2018-12-11	Common Stock	S	116134.00	$22.9874	Disposed	1109583.00	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-12-07	Restricted Stock Units	$	A	252944.00	Acquired		Common Stock (252944.00)	Direct
2018-12-07	Performance Adjusted Restricted Stock Units	$	A	348760.00	Acquired		Common Stock (348760.00)	Direct
2018-12-07	Restricted Stock Units	$	M	104503.00	Disposed		Common Stock (104503.00)	Direct
2018-12-07	Restricted Stock Units	$	M	87937.00	Disposed		Common Stock (87937.00)	Direct
2018-12-09	Restricted Stock Units	$	M	144499.00	Disposed		Common Stock (144499.00)	Direct

Footnotes

F1: 95,414 shares were withheld by HP to satisfy tax withholding on vesting of restricted stock units ("RSUs").

F10: On 12/9/2015, the reporting person was granted 396,367 RSUs, 132,122 of which vested on each of 12/9/2016 and 12/9/2017, and of which 132,123 vested on 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 12,376 vested dividend equivalent rights.

F2: 167,058 shares were withheld by HP to satisfy tax withholding on vesting of RSUs.

F3: The sales reported on this Form 4 were effectuated pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on 06/28/18.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $22.815-$23.33, inclusive. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

F5: Each RSU represents a contingent right to receive one share of HP common stock.

F6: On 12/7/2018, the reporting person was granted 252,944 RSUs, one-third of which vest annually over three years on the anniversary of the grant date. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock.

F7: On 12/7/2018, the reporting person was granted 348,760 Performance Adjusted Restricted Stock Units ("PARSUs"), 50% of which will be earned on each of 12/7/2020 and 12/7/2021 subject to certain relative total stockholder return conditions being met as of those dates, and 50% of which will be earned on each of 12/7/2019, 12/7/2020 and 12/7/2021 subject to certain earnings per share conditions being met as of those dates. A portion of the earned units will vest on each of 12/7/2020 and 12/7/2021. Dividend equivalent rights accrue with respect to these PARSUs when and as dividends are paid on HP common stock.

F8: On 12/7/2016, the reporting person was granted 297,214 RSUs, 99,071 of which vested on each of 12/7/2017 and 12/7/2018, and 99,072 of which are scheduled to vest on 12/7/2019. 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 5,432 vested dividend equivalent rights.

F9: On 12/7/2017, the reporting person was granted 257,511 RSUs, 85,837 of which vested on 12/7/2018, and of which 85,837 are scheduled to vest on each of 12/7/2019 and 12/7/2020. 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 2,100 vested dividend equivalent rights.