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*
LIVERMORE ANN M

(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
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/10/2011
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 12/10/2011 M 34,293 A $27.9 47,572.1316 (1) (2) D
Common Stock 12/10/2011 F 16,010 D $27.9 31,562.1316 D
Common Stock 72,561 (3) I By Joint Living Trust
Common Stock 4,060.92 (4) I By Fidelity Investments Institutional Services Company, Inc.
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 (5) 12/10/2011 M 16,359 (6) (6) (6) Common Stock 16,359 (6) 0 D
Restricted Stock Units (5) 12/10/2011 M 17,934 (7) (7) (7) Common Stock 17,934 (7) 17,932 (7) D
Explanation of Responses:
1. The total beneficial ownership includes 10.1723 shares at $41.21 per share acquired through dividends paid under the HP 2011 Employee Stock Purchase Plan ("ESPP") on 01/27/11, 17.4742 shares at $36.05 per share acquired through dividends paid under the ESPP on 07/06/11, and 24.5722 shares at $25.73 per share acquired through dividends paid under the ESPP on 10/05/11 with respect to shares held under the ESPP.
2. The total direct beneficial ownership reflects a decrease of 16,385 shares due to the transfer of 16,385 shares into a Joint Living Trust with the reporting person's spouse on 01/27/11.
3. The total indirect beneficial ownership reflects an increase of 16,385 shares due to the transfer of 16,385 shares previously reported as being held directly by the reporting person into a Joint Living Trust with the reporting person's spouse on 01/27/11.
4. These shares were held indirectly under HP's 401(k) Plan as of 11/30/11. Fidelity Investments Institutional Services Company, Inc. accounts for holdings in the stock fund in units, which are comprised of stock and cash reserves. The shares reported represent an approximate value based upon the fund balance and market value of HP's common stock.
5. Each restricted stock unit represents a contingent right to receive one share of HP common stock.
6. As previously reported, on 12/10/09 the reporting person was granted 32,109 restricted stock units ("RSUs"), 16,054 of which vested on 12/10/10 and 16,055 of which vested on 12/10/11. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The number of derivative securities beneficially owned in column 5 includes 31.1899 dividend equivalent rights at $41.18 per RSU credited to the reporting person's account on 04/06/11, 53.2210 dividend equivalent rights at $36.20 per RSU credited to the reporting person's account on 07/06/11, 80.7460 dividend equivalent rights at $23.86 per RSU credited to the reporting person's account on 10/05/11, and a deminimus adjustment of 0.4503 due to fractional rounding of the dividend equivalent rights.
7. As previously reported, on 12/10/10 the reporting person was granted 35,434 restricted stock units ("RSUs"), 17,717 of which vested on 12/10/11, and 17,717 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 number of derivative securities beneficially owned immediately prior to the transaction being reported includes 68.8373 dividend equivalent rights at $41.18 per RSU credited to the reporting person's account on 04/06/11, 117.4608 dividend equivalent rights at $36.20 per RSU credited to the reporting person's account on 07/06/11, and 178.2096 dividend equivalent rights at $23.86 per RSU credited to the reporting person's account on 10/05/11. The number of derivative securities beneficially owned in column 5 includes 217 vested dividend equivalent rights and a deminimus adjustment of 0.4142 due to fractional rounding of the dividend equivalent rights.
Remarks:
/s/ David Ritenour as Attorney-in-Fact for Ann M. Livermore 12/13/2011
** Signature of Reporting Person Date
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