HP INC — Major Shareholding Notification 2004

Feb 6, 2004

SC 13G/A 1 a04-1964_1sc13ga.htm SC 13G/A

UNITED STATES	OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION	OMB Number: 3235-0145
Washington, D.C. 20549	Expires: December 31, 2005
SCHEDULE 13G/A	Estimated average burden
hours per response. . 11

*Under the Securities Exchange Act of 1934 (Amendment No. 5)**

*Hewlett-Packard Company*

(Name of Issuer)

*Common Stock*

(Title of Class of Securities)

*428236103*

(CUSIP Number)

*December 31, 2003*

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

| o | Rule
13d-1(b) |
| --- | --- |
| ý | Rule
13d-1(c) |
| o | Rule
13d-1(d) |

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SEQ.=1,FOLIO='',FILE='C:\jms\msounda\04-1964-1\task71093\1964-1-ba.htm',USER='hkrishnamurthy',CD='Feb 6 12:10 2004'

| CUSIP No. 428236103 — 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only) The David and Lucile Packard Foundation 942278431 | |
| --- | --- | --- |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| | (a) | o |
| | (b) | o |
| 3. | SEC Use Only | |
| 4. | Citizenship or Place of Organization California | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power 163,679,656 shares |
| | 6. | Shared Voting Power None |
| | 7. | Sole Dispositive Power 163,679,656 shares |
| | 8. | Shared
Dispositive Power None |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 163,679,656 shares | |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) o | |
| 11. | Percent of Class Represented by Amount in Row (9) 5.4% | |
| 12. | Type of Reporting Person (See Instructions) CO | |

2

SEQ.=1,FOLIO='2',FILE='C:\jms\msounda\04-1964-1\task71093\1964-1-ba.htm',USER='hkrishnamurthy',CD='Feb 6 12:10 2004'

| Item 1. | (a) | Name
of Issuer Hewlett-Packard Company. | |
| --- | --- | --- | --- |
| | (b) | Address
of Issuer’s Principal Executive Offices 3000 Hanover Street, Palo Alto, California 94304 | |
| Item 2. | | | |
| | (a) | Name
of Person Filing The David and Lucile Packard Foundation. | |
| | (b) | Address
of Principal Business Office or, if none, Residence 300 Second Street, Los Altos, CA
94022 | |
| | (c) | Citizenship California. | |
| | (d) | Title
of Class of Securities Common Stock | |
| | (e) | CUSIP
Number 428236103 | |
| Item 3. | If this
statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check
whether the person filing is a: | | |
| | (a) | o | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
| | (b) | o | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
| | (c) | o | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
| | (d) | o | Investment
company registered under section 8 of the Investment Company Act of 1940
(15 U.S.C 80a-8). |
| | (e) | o | An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
| | (f) | o | An
employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F); |
| | (g) | o | A
parent holding company or control person in accordance with
§ 240.13d-1(b)(1)(ii)(G); |
| | (h) | o | A
savings associations as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813); |
| | (i) | o | A
church plan that is excluded from the definition of an investment company
under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C.
80a-3); |
| | (j) | o | Group,
in accordance with §240.13d-1(b)(1)(ii)(J). |

3

SEQ.=1,FOLIO='3',FILE='C:\jms\msounda\04-1964-1\task71093\1964-1-ba.htm',USER='hkrishnamurthy',CD='Feb 6 12:10 2004'

Item 4.	Ownership
Provide
the following information regarding the aggregate number and percentage of
the class of securities of the issuer identified in Item 1.
	(a)	Amount
beneficially owned: 163,679,656
	(b)	Percent
of class: 5.4%
	(c)	Number
of shares as to which the person has:
		(i)	Sole
power to vote or to direct the vote 163,679,656
		(ii)	Shared
power to vote or to direct the vote 0
		(iii)	Sole
power to dispose or to direct the disposition of 163,679,656
		(iv)	Shared
power to dispose or to direct the disposition of 0
Item 5.	Ownership
of Five Percent or Less of a Class
If
this statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following o .
Item 6.	Ownership
of More than Five Percent on Behalf of Another Person
Not applicable.
Item 7.	Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding Company or Control Person
Not applicable.
Item 8.	Identification
and Classification of Members of the Group
Not applicable.
Item 9.	Notice of
Dissolution of Group
Not applicable.
Item 10.	Certification
By
signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired and held in the ordinary course of
business and were not acquired and are not held for the purpose of or with
the effect of changing or influencing the control of the Issuer of the
securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.

4

SEQ.=1,FOLIO='4',FILE='C:\jms\msounda\04-1964-1\task71093\1964-1-ba.htm',USER='hkrishnamurthy',CD='Feb 6 12:10 2004'

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 5, 2004.
THE DAVID
AND LUCILE PACKARD FOUNDATION
By:	/s/ George A. Vera
Name/Title:	George A. Vera – Vice President and Chief Financial Officer

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).

5

SEQ.=1,FOLIO='5',FILE='C:\jms\msounda\04-1964-1\task71093\1964-1-ba.htm',USER='hkrishnamurthy',CD='Feb 6 12:10 2004'