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^*

Nefkens Michael G

(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, Enterprise Services

3. Date of Earliest Transaction (Month/Day/Year)
12/07/2013

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	12/07/2013		M		4,913	A	$27.7	5,494.9435⁽¹⁾⁽²⁾⁽³⁾	D
Common Stock	12/07/2013		F		2,565	D	$27.7	2,929.9435	D
Common Stock								55,918⁽⁴⁾	I	By Michael and Molly Nefkens JTWROS

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⁾	10/02/2013		A		18.0957⁽⁶⁾		⁽⁶⁾	⁽⁶⁾	Common Stock	18.0957	⁽⁶⁾	2,838.9809	D
Restricted Stock Units	⁽⁵⁾	12/07/2013		M			4,913⁽⁷⁾	⁽⁷⁾	⁽⁷⁾	Common Stock	4,913	⁽⁷⁾	4,910	D
Restricted Stock Units	⁽⁵⁾	10/02/2013		A		93.7219⁽⁸⁾		⁽⁸⁾	⁽⁸⁾	Common Stock	93.7219	⁽⁸⁾	14,190	D
Restricted Stock Units	⁽⁵⁾	10/02/2013		A		413.9693⁽⁹⁾		⁽⁹⁾	⁽⁹⁾	Common Stock	413.9693	⁽⁹⁾	62,145.3696	D

Explanation of Responses:

1. The total direct beneficial ownership reflects a decrease of 11,229 shares due to the transfer of 11,229 shares into the reporting person's joint trust on 09/27/13.

2. The total beneficial ownership includes 1.9452 shares at $21.0314 per share acquired through dividends paid in shares on 10/03/13 under the HP 2011 Employee Stock Purchase Plan ("ESPP") with respect to shares held under the ESPP. The total beneficial ownership also includes the acquisition of 0.0580 shares at $21.4373 per share received on 10/03/13 through dividends paid in shares.

3. The total direct beneficial ownership reflects an increase of 178 shares due to the correction of shares withheld for taxes from 10/22/13.

4. The total indirect beneficial ownership reflects an increase of 11,229 shares due to the transfer of 11,229 shares previously reported as being held directly by the reporting person into his joint trust 09/27/13.

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

6. As previously reported, on 12/10/10 the reporting person was granted 8,000 restricted stock units ("RSUs"), 2,666 of which vested on 12/10/11, 2,667 of which vested on 12/10/12, and 2,667 of which will vest on 12/10/13. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The 18.0957 dividend equivalent rights being reported reflect 18.0957 dividend equivalent rights at $21.40 per RSU credited to the reporting person's account on 10/02/13.

7. As previously reported, on 12/07/11 the reporting person was granted 14,000 restricted stock units ("RSUs"), 4,666 of which vested on 12/07/12 and 4,667 of which vested on 12/07/13, and 4,667 of which will vest on 12/07/14. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The 63.3316 dividend equivalent rights being reported reflect 63.3316 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 246 vested dividend equivalent rights and a deminimus adjustment of 0.5803 due to fractional rounding of the dividend equivalent rights.

8. As previously reported, on 09/19/12 the reporting person was granted 27,625 restricted stock units ("RSUs"), 13,812 of which vested on 09/19/13, and 13,813 of which will vest on 09/19/14. 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 93.7219 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 9 reflects a deminimus adjustment of -0.7219 due to the correction of shares withheld for taxes.

9. As previously reported, on 01/16/13 the reporting person was granted 61,012 restricted stock units ("RSUs"), 20,337 of which will vest on each of 01/16/14 and 01/16/15, and 20,338 of which will vest on 01/16/16. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The 413.9693 dividend equivalent rights being reported reflect 413.9693 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 Michael G. Nefkens	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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