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^*

SALHANY LUCILLE S

(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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/04/2009

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	12/04/2009		M		15,812	A	$47.44	50,217.5664⁽¹⁾	D
Common Stock	12/04/2009		M		1,897	A	$23.72	52,114.5664	D
Common Stock	12/04/2009		S		17,709	D	$49.5623⁽²⁾	34,405.5664	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)
Nonemployee Stock Option (Right to Buy)	$47.44	12/04/2009		M			15,812	04/27/2000⁽³⁾	04/27/2010	Common Stock	15,812	$0	0	D
Nonemployee Stock Option (Right to Buy)	$23.72	12/04/2009		M			1,897	04/27/2001⁽³⁾	04/27/2010	Common Stock	1,897	$0	0	D
Restricted Stock Units	⁽⁴⁾	07/01/2009⁽⁵⁾		A		8.1901⁽⁵⁾		⁽⁵⁾	⁽⁵⁾	Common Stock	8.1901⁽⁵⁾	⁽⁵⁾	2,171.1901	D

Explanation of Responses:

1. The total includes the acquisition of 46.688405 shares on 07/07/2009 and 39.467706 shares on 10/13/2009 received in lieu of cash under the Hewlett-Packard Company Dividend Reinvestment Plan in a transaction exempt under Rule 16b-3.

2. The price in Column 4 is a weighted average price. The prices actually received ranged from $49.55 to $49.57. Upon request, the reporting person will provide to the Issuer, any security holder of the Issuer, or the SEC staff information regarding the number of shares sold at each price within the range.

3. This option became exercisable beginning on this date.

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

5. As previously reported, on 04/20/2009 the reporting person was granted 2,163 restricted stock units ("RSUs"), which will cliff vest on 04/20/2010, at which time the vested shares will be delivered to the reporting person. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The 8.1901 dividend equivalent rights being reported reflect 4.4736 dividend equivalent rights at $38.6800 per RSU credited to the reporting person's account on 07/01/2009 and 3.7165 dividend equivalent rights at $46.5600 per RSU credited to the reporting person's account on 10/07/2009.

Remarks:

	/s/ David Ritenour as Attorney-in-Fact for Lucille S. Salhany	12/08/2009
	** 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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