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*
KEOGH TRACY S

(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 HR
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 11,681 (1) A $24.83 11,681 D
Common Stock 04/25/2012 F 4,286 D $24.83 7,395 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 (2) 01/04/2012 A 221.8181 (3) (3) (3) Common Stock 221.8181 (3) 23,359.2854 D
Restricted Stock Units (2) 04/25/2012 M 11,681 (3) (3) (3) Common Stock 11,681 (3) 11,679 D
Restricted Stock Units (2) 01/04/2012 A 265.1937 (4) (4) (4) Common Stock 265.1937 (4) 27,698.1937 D
Restricted Stock Units (2) 01/04/2012 A 609.9368 (5) (5) (5) Common Stock 609.9368 (5) 63,704.9368 D
Explanation of Responses:
1. The amount reported reflects a deminimus adjustment of shares due to the rounding of fractional shares.
2. Each restricted stock unit represents a contingent right to receive one share of HP common stock.
3. As previously reported, on 04/25/11 the reporting person was granted 22,946 restricted stock units ("RSUs"), 11,473 of which vested on 04/25/12 and 11,473 of which will vest on 04/25/13. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The 221.8181 dividend equivalent rights being reported reflect 103.4380 dividend equivalent rights at $26.62 per RSU credited to the reporting person's account on 01/04/12 and 118.3801 dividend equivalent rights at $23.26 per RSU credited to the reporting person's account on 04/04/12.
4. As previously reported, on 12/12/11 the reporting person was granted 27,433 restricted stock units ("RSUs"), 9,144 of which will vest on each of 12/12/12 and 12/12/13, and 9,145 of which will vest on 12/12/14. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The 265.1937 dividend equivalent rights being reported reflect 123.6649 dividend equivalent rights at $26.62 per RSU credited to the reporting person's account on 01/04/12 and 141.5288 dividend equivalent rights at $23.26 per RSU credited to the reporting person's account on 04/04/12.
5. As previously reported, on 12/12/11 the reporting person was granted 63,095 restricted stock units ("RSUs"), 21,031 of which will vest on 12/12/12, and 21,032 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 609.9368 dividend equivalent rights being reported reflect 284.4252 dividend equivalent rights at $26.62 per RSU credited to the reporting person's account on 01/04/12 and 325.5116 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 Tracy S. Keogh 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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