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)
12/06/2013
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 12/06/2013 M 19,315 A $27.7 53,799 D
Common Stock 12/06/2013 F 7,260 D $27.7 46,539 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) 07/03/2013 A 229.5549(2) (2) (2) Common Stock 229.5549 (2) 19,246.4686 D
Restricted Stock Units (1) 07/03/2013 A 527.9675(3) (3) (3) Common Stock 527.9675 (3) 44,268.0585 D
Restricted Stock Units (1) 12/06/2013 M 19,315(4) (4) (4) Common Stock 19,315 (4) 38,629 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 12/12/11 the reporting person was granted 27,433 restricted stock units ("RSUs"), 9,144 of which vested on 12/12/12, 9,144 of which will vest on 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 229.5549 dividend equivalent rights being reported reflect 105.4632 dividend equivalent rights at $25.18 per RSU credited to the reporting person's account on 07/03/13; and 124.0917 dividend equivalent rights at $21.40 per RSU credited to the reporting person's account on 10/02/13.
3. As previously reported, on 12/12/11 the reporting person was granted 63,095 restricted stock units ("RSUs"), 21,031 of which vested 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 527.9675 dividend equivalent rights being reported reflect 242.5613 dividend equivalent rights at $25.18 per RSU credited to the reporting person's account on 07/03/13; and 285.4062 dividend equivalent rights at $21.40 per RSU credited to the reporting person's account on 10/02/13.
4. As previously reported, on 12/06/12 the reporting person was granted 56,400 restricted stock units ("RSUs"), 18,800 of which vested on 12/06/13, and 18,800 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 number of derivative securities beneficially owned immediately prior to the transaction being reported includes 325.2295 dividend equivalent rights at $25.18 per RSU credited to the reporting person's account on 07/03/13; and 382.6766 dividend equivalent rights at $21.40 per RSU credited to the reporting person's account on 10/02/13. The number of derivative securities in column 5 includes 515 vested dividend equivalent rights and a deminimus adjustment of 0.6447 due to fractional rounding of the dividend equivalent rights.
Remarks:
/s/ David Ritenour as Attorney-in-Fact for Tracy S. Keogh 12/10/2013
** 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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