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*
RYAN ROBERT L

(Last) (First) (Middle)
C/O HEWLETT-PACKARD COMPANY
3000 HANOVER STREET

(Street)
PALO ALTO CA 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)
04/19/2010
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)
Code V Amount (A) or (D) Price
Common Stock 0(1) D
Common Stock 0(1)(2) I By Robert L. Ryan Trust
Common Stock 16,152(3) I By Robert L. Ryan 2009 GRAT(3)
Common Stock 04/20/2010 M 4,355.507 A $0 4,355.507 I By Merrill Lynch(4)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (5) 04/19/2010 A 3,263(6) 04/19/2011(6) 04/19/2020(6) Common Stock 3,263 $0(6) 3,263 D
Restricted Stock Units (5) 07/01/2009 A 29.507(7) 04/20/2010(7) 04/20/2019(7) Common Stock 29.507 $0(7) 4,355.507 D
Restricted Stock Units (5) 04/20/2010 M 4,355.507(7) 04/20/2010(7) 04/20/2019(7) Common Stock 4,355.507 $0(7) 0 D
Explanation of Responses:
1. The total direct beneficial ownership reflects a decrease of 16,152 shares due to the transfer of 16,152 shares into the Robert L. Ryan Trust on 09/25/09.
2. The total indirect beneficial ownership reflects an increase of 16,152 shares due to the transfer of 16,152 shares previously reported as being held directly by the Reporting Person into the Robert L. Ryan Trust on 09/25/09, and subsequent decrease of 16,152 shares due to the transfer of 16,152 shares into the Robert L. Ryan 2009 GRAT on 10/21/09.
3. The total indirect beneficial ownership reflects an increase of 16,152 shares due to the transfer of 16,152 shares previously reported as being held indirectly in the Robert L. Ryan Trust by the Reporting Person into the Robert L. Ryan 2009 GRAT on 10/21/09.
4. The Reporting Person has elected to defer the receipt of 4,355.507 shares of common stock until the termination of his service as a member of HP's Board of Directors.
5. Each restricted stock unit represents a contingent right to receive one share of HP common stock.
6. On 04/19/10 the Reporting Person was granted 3,263 restricted stock units ("RSUs"), all which will cliff vest on 04/19/11. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock.
7. As previously reported, on 04/20/09 the Reporting Person was granted 4,326 restricted stock units ("RSUs"). Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The 29.507 dividend equivalent rights being reported reflect 8.9473 dividend equivalent rights at $38.68 per RSU credited to the Reporting Person's account on 07/01/09; 7.4330 dividend equivalent rights at $45.96 per RSU credited to the Reporting Person's account on 10/07/09; 6.6324 dividend equivalent rights at $52.18 per RSU credited to the Reporting Person's account on 01/06/10; and 6.4943 dividend equivalent rights at $53.29 per RSU credited to the Reporting Person's account on 04/07/10. These RSUs cliff vested on 04/20/10, at which time the vested shares were deferred as noted in footnote (4) above.
Remarks:
/s/ David Ritenour as Attorney-in-Fact for Robert L. Ryan 04/21/2010
** 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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