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^*

McMullen John N

(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)
	SVP & Treasurer

3. Date of Earliest Transaction (Month/Day/Year)
07/17/2009

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	07/17/2009		M		10,000	A	$22.015	35,519	D
Common Stock	07/17/2009		M		12,500	A	$21.765	48,019	D
Common Stock	07/17/2009		M		22,500	A	$31.5	70,519	D
Common Stock	07/17/2009		S		57,921⁽¹⁾	D	$40	12,938.6538⁽¹⁾	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)
Employee Stk Option (right to buy)	$22.015	07/17/2009		M⁽¹⁾			10,000	03/18/2005	03/18/2012	Common Stock	10,000	$0	0	D
Employee Stk Option (right to buy)	$21.765	07/17/2009		M⁽¹⁾			12,500	04/14/2006	04/14/2013	Common Stock	12,500	$0	0	D
Employee Stk Option (right to buy)	$31.5	07/17/2009		M⁽¹⁾			22,500	01/23/2007	01/23/2014	Common Stock	22,500	$0	7,500	D
Restricted Stock Units	⁽²⁾	04/01/2009⁽³⁾		A		12.9189⁽³⁾		⁽³⁾	⁽³⁾	Common Stock	12.9189	⁽³⁾	2,882.919⁽³⁾	D

Explanation of Responses:

1. The sales reported on this Form 4 were effectuated pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on 06/05/09. The total beneficial ownership includes 338.7313 shares at $30.5830 per share acquired under the HP Share Ownership Plan (the "SOP") on 04/30/09, and 1.4759 shares at $32.441 per share received through dividends paid in shares on 04/01/09 with respect to shares held under the SOP. These transactions under the SOP are exempt pursuant to Rule 16b-3. A deminimus adjustment of .4466 shares was also made due to the rounding and prior reporting of fractional shares.

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

3. As previously reported, on 01/15/09 the Reporting Person was granted 2,870 restricted stock units ("RSUs"), 1,435 of which will vest on each of 01/15/10 and 01/15/11. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The 12.9189 dividend equivalent rights being reported reflect 6.9830 dividend equivalent rights at $32.88 per RSU credited to the Reporting Person's account on 04/01/09 and 5.9359 dividend equivalent rights at $38.68 per RSU credited to the Reporting Person's account on 07/01/09.

Remarks:

	/s/ David Ritenour as Attorney-in-Fact for John McMullen	07/21/2009
	** 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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