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^*

SCHULTZ JOHN F

(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, GC & SEC

3. Date of Earliest Transaction (Month/Day/Year)
10/31/2012

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)
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	10/31/2012		M		5,745	A	$13.85	38,162.5245 ⁽¹⁾	D
Common Stock	10/31/2012		F		2,108	D	$13.85	36,054.5245	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	⁽²⁾	07/05/2012		A		61.448 ⁽³⁾		⁽³⁾	⁽³⁾	Common Stock	61.448	⁽³⁾	4,149.1159	D
Restricted Stock	⁽²⁾	10/31/2012		M			5,745 ⁽⁴⁾	⁽⁴⁾	⁽⁴⁾	Common Stock	5,745	⁽⁴⁾	2,933	D
Restricted Stock	⁽²⁾	07/05/2012		A		230.4299 ⁽⁵⁾		⁽⁵⁾	⁽⁵⁾	Common Stock	230.4299	⁽⁵⁾	15,375.4343	D
Restricted Stock	⁽²⁾	07/05/2012		A		184.3439 ⁽⁶⁾		⁽⁶⁾	⁽⁶⁾	Common Stock	184.3439	⁽⁶⁾	12,184.3439	D

Explanation of Responses:

1. The total beneficial ownership includes 1.9529 shares at $19.6980 per share acquired through dividends paid in shares on 07/05/12 under the HP 2011 Employee Stock Ownership Plan ("ESPP"), and 2.5283 shares at $15.29 per share acquired through dividends paid in shares on 10/03/12 with respect to shares held under the ESPP. The total beneficial ownership also includes the acquisition of 3.2060 shares at $20.3857 per share received on 07/06/12 through dividends paid in shares, and 4.2910 shares at $15.3279 per share received on 10/04/12 through dividends paid in shares.

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

3. As previously reported, on 12/10/10 the reporting person was granted 6,000 restricted stock units ("RSUs"), 2,000 of which vested on 12/10/11, and 2,000 of which will vest on each of 12/10/12 and 12/10/13. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The 61.4480 dividend equivalent rights being reported reflect 26.0355 dividend equivalent rights at $20.28 per RSU credited to the reporting person's account on 07/05/12; and 35.4125 dividend equivalent rights at $14.91 per RSU credited to the reporting person's account on 10/03/12.

4. As previously reported, on 08/01/11 the reporting person was granted 11,240 restricted stock units ("RSUs"), 2,810 of which vested on 10/31/11, and 5,620 of which will vested on 10/31/12, and 2,810 of which will vest on 04/30/13. 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 54.8698 dividend equivalent rights at $20.28 per RSU credited to the reporting person's account on 07/05/12; and 74.6318 dividend equivalent rights at $14.91 per RSU credited to the reporting person's account on 10/03/12. The number of derivative securities beneficially owned in column 5 includes 125 vested dividend equivalent rights and a deminimus adjustment of 0.0059 due to fractional rounding of the dividend equivalent rights.

5. As previously reported, on 12/07/11 the reporting person was granted 15,000 restricted stock units ("RSUs"), 5,000 of which will vest on each of 12/07/12, 12/07/13 and 12/07/14. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The 230.4299 dividend equivalent rights being reported reflect 97.6331 dividend equivalent rights at $20.28 per RSU credited to the reporting person's account on 07/05/12; and 132.7968 dividend equivalent rights at $14.91 per RSU credited to the reporting person's account on 10/03/12.

6. As previously reported, on 05/16/12 the reporting person was granted 12,000 restricted stock units ("RSUs"), 4,000 of which will vest on each of 05/16/13, 05/16/14 and 05/16/15. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock.The 184.3439 dividend equivalent rights being reported reflect 78.1065 dividend equivalent rights at $20.28 per RSU credited to the reporting person's account on 07/05/12; and 106.2374 dividend equivalent rights at $14.91 per RSU credited to the reporting person's account on 10/03/12.

Remarks:

	/s/ David Ritenour as Attorney-in-Fact for John F. Schultz	11/02/2012
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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