SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
WHITMAN MARGARET C

(Last) (First) (Middle)
C/O HEWLETT-PACKARD COMPANY
3000 HANOVER STREET

(Street)
PALO ALTO CA 94304

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
HEWLETT PACKARD CO [ HPQ ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President & CEO
3. Date of Earliest Transaction (Month/Day/Year)
04/25/2012
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 04/25/2012 M 3,455 (1) A $0 3,455 D
Common Stock 66 (2) I Living Trust
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (3) 01/04/2012 A 32.8 (4) (4) Common Stock 32.8 (4) 3,454.4241 (4) D
Restricted Stock Units (3) 04/25/2012 M 3,454.4241 (4) (4) Common Stock 3,454.4241 (4) 0 D
Restricted Stock Units (3) 01/04/2012 A 1,539.0961 (5) (5) (5) Common Stock 1,539.0961 (5) 160,751.096 D
Explanation of Responses:
1. The amount reported reflects a deminimus adjustment of shares due to the rounding of fractional shares.
2. There is no reportable change since the last filing. This is a reiteration of holdings only.
3. Each restricted stock unit represents a contingent right to receive one share of HP common stock.
4. As previously reported, on 04/25/11 the reporting person was granted 6,786 restricted stock units ("RSUs"). Following Reporting Person's appointment as Issuer's President and CEO on 09/22/11, the RSU award was reduced by 50% to reflect that the Reporting Person would not be serving as a non-employee director during the entire 2011-2012 Board term. The beneficial ownership in column 9 reflects this reduction by 3,421 RSUs. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The 32.800 dividend equivalent rights being reported reflect 15.2953 dividend equivalent rights at $26.62 per RSU credited to the reporting person's account on 01/04/12, and 17.5047 dividend equivalent rights at $23.26 per RSU credited to the reporting person's account on 04/04/12.
5. On 12/14/11 the reporting person was granted 159,212 restricted stock units ("RSUs"), 53,070 of which will vest on 12/12/12, and 53,071 of which will vest on each of 12/12/13 and 12/12/14. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The 1,539.0961 dividend equivalent rights being reported reflect 717.7100 dividend equivalent rights at $26.62 per RSU credited to the reporting person's account on 01/04/12, and 821.3861 dividend equivalent rights at $23.26 per RSU credited to the reporting person's account on 04/04/12.
Remarks:
/s/ David Ritenour as Attorney-in-Fact for Margaret C. Whitman 04/27/2012
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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