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^*

WEISLER DION J

(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, PPSG

3. Date of Earliest Transaction (Month/Day/Year)
08/01/2014

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	08/01/2014		M		13,625	A	$35.19	13,625	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⁾	04/02/2014		A		150.7145⁽²⁾		⁽²⁾	⁽²⁾	Common Stock	150.7145	⁽²⁾	17,702.7145	D
Restricted Stock Units	⁽¹⁾	04/02/2014		A		241.1414⁽³⁾		⁽³⁾	⁽³⁾	Common Stock	241.1414	⁽³⁾	27,777.1287	D
Restricted Stock Units	⁽¹⁾	08/01/2014		M			13,625⁽⁴⁾	⁽⁴⁾	⁽⁴⁾	Common Stock	13,625	⁽⁴⁾	27,250	D
Restricted Stock Units	⁽¹⁾	04/02/2014		A		502.5658⁽⁵⁾		⁽⁵⁾	⁽⁵⁾	Common Stock	502.5658	⁽⁵⁾	56,371.3149	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 01/18/12 the reporting person was granted 50,000 restricted stock units ("RSUs"), 16,666 of which vested on 01/18/13, 16,667 of which vested on 01/18/14, and 16,667 of which will vest on 01/18/15. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The 150.7145 dividend equivalent rights being reported reflect 72.0038 dividend equivalent rights at $33.61 per RSU credited to the reporting person's account on 04/02/14, and 78.7107 dividend equivalent rights at $33.88 per RSU credited to the reporting person's account on 07/02/14.

3. As previously reported, on 12/06/12 the reporting person was granted 40,000 RSUs, 13,333 of which vested on 12/06/13, 13,333 of which will vest on 12/06/14, and 13,334 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 241.1414 dividend equivalent rights being reported reflect 115.2052 dividend equivalent rights at $33.61 per RSU credited to the reporting person's account on 04/02/14, and 125.9362 dividend equivalent rights at $33.88 per RSU credited to the reporting person's account on 07/02/14.

4. As previously reported, on 08/01/13 the reporting person was granted 40,031 RSUs, 13,343 of which vested on 08/01/14, and 13,344 of which will vest on each of 08/01/15 and 08/01/16. 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 172.9396 dividend equivalent rights at $33.61 per RSU credited to the reporting person's account on 04/02/14, and 189.0484 dividend equivalent rights at $33.88 per RSU credited to the reporting person's account on 07/02/14. The number of derivative securities in column 5 includes 282 vested dividend equivalent rights and a de minimus adjustment of 0.2588 due to fractional rounding of the dividend equivalent rights.

5. As previously reported, on 12/11/13 the reporting person was granted 55,577 restricted stock units ("RSUs"), 18,525 of which will vest on 12/11/14, and 18,526 of which will vest on each of 12/11/15 and 12/11/16. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The 502.5658 dividend equivalent rights being reported reflect 240.1006 dividend equivalent rights at $33.61 per RSU credited to the reporting person's account on 04/02/14, and 262.4652 dividend equivalent rights at $33.88 per RSU credited to the reporting person's account on 07/02/14.

Remarks:

	/s/ Katie Colendich as Attorney-in-Fact for Dion J. Weisler	08/05/2014
	** 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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