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*
DONATELLI DAVID A

(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP & GM, ESSN & TS
3. Date of Earliest Transaction (Month/Day/Year)
01/27/2012
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 01/27/2012 F 3,731 D $27.88 31,483 D
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 (1) 01/04/2012 A 45.0789 (2) (2) Common Stock 45.0789 (2) 10,166.0789 D
Restricted Stock Units (1) 01/04/2012 A 128.8715 (3) (3) Common Stock 128.8715 (3) 28,860.6502 D
Restricted Stock Units (1) 01/04/2012 A 289.9609 (4) (4) Common Stock 289.9609 (4) 64,899.9609 D
Restricted Stock Units (1) 01/04/2012 A 346.2554 (5) (5) Common Stock 346.2554 (5) 77,157.2554 D
Restricted Stock Units (1) 01/04/2012 A 412.2104 (6) (6) Common Stock 412.2104 (6) 91,854.2104 D
Explanation of Responses:
1. Each restricted stock unit represents a contingent right to receive one share of HP common stock.
2. As previously reported, on 12/10/10 the reporting person was granted 20,000 restricted stock units ("RSUs"), 10,000 of which vested on 12/10/11, and 10,000 of which will vest on 12/10/12. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The 45.0789 dividend equivalent rights being reported reflect 45.0789 dividend equivalent rights at $26.62 per RSU credited to the reporting person's account on 01/04/12.
3. As previously reported, on 06/27/11 the reporting person was granted 28,588 restricted stock units ("RSUs"), all of which will cliff vest on 06/27/15. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The 128.8715 dividend equivalent rights being reported reflect 128.8715 dividend equivalent rights at $26.62 per RSU credited to the reporting person's account on 01/04/12.
4. As previously reported, on 06/27/11 the reporting person was granted 85,764 restricted stock units ("RSUs"), 21,441 of which vested on 10/31/11, 42,882 of which will vest on 10/31/12, and 21,441 of which will vest on 04/30/13. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The 289.9609 dividend equivalent rights being reported reflect 289.9609 dividend equivalent rights at $26.62 per RSU credited to the reporting person's account on 01/04/12.
5. As previously reported, on 12/12/11 the reporting person was granted 76,811 restricted stock units ("RSUs"), 25,603 of which will vest on 12/12/12, and 25,604 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 346.2554 dividend equivalent rights being reported reflect 346.2554 dividend equivalent rights at $26.62 per RSU credited to the reporting person's account on 01/04/12.
6. As previously reported, on 12/12/11 the reporting person was granted 91,442 restricted stock units ("RSUs"), 30,480 of which will vest on 12/12/12, and 30,481 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 412.2104 dividend equivalent rights being reported reflect 412.2104 dividend equivalent rights at $26.62 per RSU credited to the reporting person's account on 01/04/12.
Remarks:
/s/ David Ritenour as Attorney-in-Fact for David A. Donatelli 01/31/2012
** Signature of Reporting Person Date
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