SEC FORM 4

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

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)
	Chairman, President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
11/25/2014

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/25/2014		A		231,177⁽¹⁾	A	$0	347,966	D
Common Stock	11/25/2014		F		117,130	D	$37.63	230,836	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽³⁾	04/02/2014		A		725.675⁽⁴⁾		⁽⁴⁾	⁽⁴⁾	Common Stock	725.675	⁽⁴⁾	56,855.269	D
Restricted Stock Units	⁽³⁾	04/02/2014		A		2,616.7562⁽⁵⁾		⁽⁵⁾	⁽⁵⁾	Common Stock	2,616.7562	⁽⁵⁾	198,548.355	D
Restricted Stock Units	⁽³⁾	04/02/2014		A		32.9673⁽⁶⁾		⁽⁶⁾	⁽⁶⁾	Common Stock	32.9673	⁽⁶⁾	2,486.9673	D
Restricted Stock Units	⁽³⁾	04/02/2014		A		1,975.8169⁽⁷⁾		⁽⁷⁾	⁽⁷⁾	Common Stock	1,975.8169	⁽⁷⁾	147,232.353	D

Explanation of Responses:

1. Reflects shares released on 11/25/14 in connection with the vesting of performance-based restricted stock units granted to the reporting person on 12/14/11.

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 12/14/11 the reporting person was granted 159,212 restricted stock units ("RSUs"), 53,070 of which vested on 12/14/12, 53,071 of which vested on 12/14/13, and 53,071 of which will vest on 12/14/14. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The 725.6750 dividend equivalent rights being reported reflect 229.2743 dividend equivalent rights at $33.61 per RSU credited to the reporting person's account on 04/02/14, 250.6305 dividend equivalent rights at $33.88 per RSU credited to the reporting person's account on 07/02/14, and 245.7702 dividend equivalent rights at $34.55 per RSU credited to the reporting person's account on 10/01/14.

5. As previously reported, on 01/02/13 the reporting person was granted 287,057 RSUs, 95,685 of which vested on 12/06/13, and 95,686 of which will vest on each of 12/06/14 and 12/06/15. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The 2,616.7562 dividend equivalent rights being reported reflect 826.7544 dividend equivalent rights at $33.61 per RSU credited to the reporting person's account on 04/02/14, 903.7639 dividend equivalent rights at $33.88 per RSU credited to the reporting person's account on 07/02/14, and 886.2379 dividend equivalent rights at $34.55 per RSU credited to the reporting person's account on 10/01/14.

6. As previously reported, on 03/20/13 the reporting person was granted 3,616 RSUs, 1,205 of which vested on 03/20/14, 1,205 of which will vest on 03/20/15, and 1,206 of which will vest on 03/20/16. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The 32.9673 dividend equivalent rights being reported reflect 10.4159 dividend equivalent rights at $33.61 per RSU credited to the reporting person's account on 04/02/14, 11.3861 dividend equivalent rights at $33.88 per RSU credited to the reporting person's account on 07/02/14, and 11.1653 dividend equivalent rights at $34.55 per RSU credited to the reporting person's account on 10/01/14.

7. As previously reported, on 12/11/13 the reporting person was granted 144,498 RSUs, 48,166 of which will vest on each of 12/11/14, 12/11/15, and 12/11/16. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The 1,975.8169 dividend equivalent rights being reported reflect 624.2520 dividend equivalent rights at $33.61 per RSU credited to the reporting person's account on 04/02/14, 682.3991 dividend equivalent rights at $33.88 per RSU credited to the reporting person's account on 07/02/14, and 669.1658 dividend equivalent rights at $34.55 per RSU credited to the reporting person's account on 10/01/14.

Remarks:

	/s/ Katie Colendich as Attorney-in-Fact for Margaret C. Whitman	11/28/2014
	** 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).
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