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^*

LESJAK CATHERINE A

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP & CFO

3. Date of Earliest Transaction (Month/Day/Year)
11/29/2013

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)
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								0⁽¹⁾	D
Common Stock	11/29/2013		S⁽³⁾		49,597⁽⁴⁾	D	$27.0778	19,351⁽²⁾	I	Morgan Stanley Smith Barney Joint Account with Spouse
Common Stock								306	I	By Spouse

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	⁽⁵⁾	01/02/2013		A		2,346.8852⁽⁶⁾		⁽⁶⁾	⁽⁶⁾	Common Stock	2,346.8852	⁽⁶⁾	90,688.8046	D
Restricted Stock Units	⁽⁵⁾	01/02/2013		A		1,000.9098⁽⁷⁾		⁽⁷⁾	⁽⁷⁾	Common Stock	1,000.9098	⁽⁷⁾	38,492.9098	D
Restricted Stock Units	⁽⁵⁾	01/02/2013		A		2,967.949⁽⁸⁾		⁽⁸⁾	⁽⁸⁾	Common Stock	2,967.949	⁽⁸⁾	111,427.949	D

Explanation of Responses:

1. The total direct beneficial ownership reflects a decrease of 26,712 shares due to the transfer of 26,712 shares into a joint account with the reporting person's spouse on 09/05/13.

2. The total indirect beneficial ownership reflects an increase of 26,712 shares due to the transfer of 26,712 shares previously reported as being held directly by the reporting person into a joint account with the reporting person's spouse on 09/05/13.

3. The sale reported on this Form 4 was effectuated pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 6, 2013.

4. The price in Column 4 is a weighted average price. The prices actually received ranged from $27.0100 to $27.2300. Upon request, the reporting person will provide to the Issuer, any security holder of the Issuer, or the SEC staff information regarding the number of shares sold at each price within the range.

5. Each restricted stock unit represents a contingent right to receive one share of HP common stock.

6. As previously reported, on 06/27/11 the reporting person was granted 85,764 restricted stock units ("RSUs") which will vest on 06/27/15 subject to acceleration based on certain stock performance conditions. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The 2,346.8852 dividend equivalent rights being reported reflect 753.7182 dividend equivalent rights at $15.02 per RSU credited to the reporting person's account on 01/02/13; 516.6978 dividend equivalent rights at $21.91 per RSU credited to the reporting person's account on 04/03/13; 494.5565 dividend equivalent rights at $25.18 per RSU credited to the reporting person's account on 07/03/12; and 581.9127 dividend equivalent rights at $21.40 per RSU credited to the reporting person's account on 10/02/13.

7. As previously reported, on 12/12/11 the reporting person was granted 54,865 restricted stock units ("RSUs"), 18,288 of which vested on 12/12/12, 18,288 of which will vest on 12/12/13, and 18,289 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 1,000.9098 dividend equivalent rights being reported reflect 321.4490 dividend equivalent rights at $15.02 per RSU credited to the reporting person's account on 01/02/13; 220.3635 dividend equivalent rights at $21.91 per RSU credited to the reporting person's account on 04/03/13; 210.9206 dividend equivalent rights at $25.18 per RSU credited to the reporting person's account on 07/03/12; and 248.1767 dividend equivalent rights at $21.40 per RSU credited to the reporting person's account on 10/02/13.

8. As previously reported, on 12/06/12 the reporting person was granted 108,460 restricted stock units ("RSUs"), 36,153 of which will vest on each of 12/06/13 and 12/06/14, and 36,154 of which will vest on 12/06/15. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The 2,967.9490 dividend equivalent rights being reported reflect 953.1771 dividend equivalent rights at $15.02 per RSU credited to the reporting person's account on 01/02/13; 653.4331 dividend equivalent rights at $21.91 per RSU credited to the reporting person's account on 04/03/13; 625.4326 dividend equivalent rights at $25.18 per RSU credited to the reporting person's account on 07/03/12; and 735.9062 dividend equivalent rights at $21.40 per RSU credited to the reporting person's account on 10/02/13.

Remarks:

	/s/ David Ritenour as Attorney-in-Fact for Catherine A. Lesjak	12/03/2013
	** 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).
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