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^*

Hinshaw John M

(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, Technology and Operations

3. Date of Earliest Transaction (Month/Day/Year)
11/15/2013

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	11/15/2013		M		18,945	A	$25.21	34,124	D
Common Stock	11/15/2013		F		7,121	D	$25.21	27,003	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)
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	⁽¹⁾	11/15/2013		M			18,945⁽²⁾	⁽²⁾	⁽²⁾	Common Stock	18,945	⁽²⁾	18,942	D
Restricted Stock Units	⁽¹⁾	04/03/2013		A		237.8122⁽³⁾		⁽³⁾	⁽³⁾	Common Stock	237.8122	⁽³⁾	13,472.3198	D
Restricted Stock Units	⁽¹⁾	04/03/2013		A		916.7343⁽⁴⁾		⁽⁴⁾	⁽⁴⁾	Common Stock	916.7343	⁽⁴⁾	50,700.436	D
Restricted Stock Units	⁽¹⁾	04/03/2013		A		242.8649⁽⁵⁾		⁽⁵⁾	⁽⁵⁾	Common Stock	242.8649	⁽⁵⁾	13,316.8649	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 11/15/11 the reporting person was granted 54,000 restricted stock units ("RSUs"), 18,000 of which vested on 11/15/12 and 11/15/13, and 18,000 of which will vest on 11/15/14. 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 216.8873 dividend equivalent rights at $21.91 per RSU credited to the reporting person's account on 04/03/13; 207.5933 dividend equivalent rights at $25.18 per RSU credited to the reporting person's account on 07/03/13; and 244.2617 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 945 vested dividend equivalent rights and a deminimus adjustment of 0.8795.

3. As previously reported, on 12/12/11 the reporting person was granted 19,203 restricted stock units ("RSUs"), 6,401 of which vested on 12/12/12, and 6,401 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 237.8122 dividend equivalent rights being reported reflect 77.1275 dividend equivalent rights at $21.91 per RSU credited to the reporting person's account on 04/03/13; 73.8225 dividend equivalent rights at $25.18 per RSU credited to the reporting person's account on 07/03/13; and 86.8622 dividend equivalent rights at $21.40 per RSU credited to the reporting person's account on 10/02/13.

4. On 12/06/12 the reporting person was granted 49,350 restricted stock units ("RSUs"), 16,450 of which will vest on each of 12/06/13, 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 916.7343 dividend equivalent rights being reported reflect 297.3163 dividend equivalent rights at $21.91 per RSU credited to the reporting person's account on 04/03/13; 284.5759 dividend equivalent rights at $25.18 per RSU credited to the reporting person's account on 07/03/13; and 334.8421 dividend equivalent rights at $21.40 per RSU credited to the reporting person's account on 10/02/13.

5. On 01/16/13 the reporting person was granted 13,074 restricted stock units ("RSUs"), 4,358 of which will vest on each of 01/16/14, 01/16/15, and 01/16/16. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The 242.8649 dividend equivalent rights being reported reflect 78.7662 dividend equivalent rights at $21.91 per RSU credited to the reporting person's account on 04/03/13; 75.3910 dividend equivalent rights at $25.18 per RSU credited to the reporting person's account on 07/03/13; and 88.7077 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 John M. Hinshaw	11/19/2013
	** 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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