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*
LIVERMORE ANN M

(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP, EB
3. Date of Earliest Transaction (Month/Day/Year)
01/15/2011
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 01/14/2011 M 1,366 A $22.015 23,209.9129 D
Common Stock 01/14/2011 S 1,366 (1) D $46.4 21,843.9129 D
Common Stock 01/15/2011 M 14,569 A $46.25 36,412.9129 D
Common Stock 01/15/2011 F 6,801 D $46.25 29,611.9129 D
Common Stock 01/18/2011 M 298,634 A $22.015 328,245.9129 D
Common Stock 01/18/2011 S 298,634 (1) D $46.4002 (2) 29,611.9129 D
Common Stock 56,176 (3) I By Joint Living Trust
Common Stock 4,010.0125 (3) (4) I By Fidelity Investments Institutional Services Company, Inc.
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
Employee Stk Option (right to buy) $22.015 01/14/2011 M 1,366 03/18/2005 (5) 03/18/2012 (6) Common Stock 1,366 $0 498,634 D
Employee Stk Option (right to buy) $22.015 01/18/2011 M 298,634 03/18/2005 (5) 03/18/2012 (6) Common Stock 298,634 $0 200,000 D
Restricted Stock Units (7) 01/15/2011 M 14,569 (8) (8) (8) Common Stock 14,569 (8) 0 D
Explanation of Responses:
1. The stock sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on 12/06/10.
2. The price in Column 4 is a weighted average price. The prices actually received ranged from $46.40 to $46.41. 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. There is no reportable change since the last filing. This is a reiteration of holdings only.
4. These shares were held indirectly under HP's 401(k) Plan as of 12/31/10. Fidelity Investments Institutional Services Company, Inc. accounts for holdings in the stock fund in units, which are comprised of stock and cash reserves. The shares reported represent an approximate value based upon the fund balance and market value of HP's common stock.
5. This option became exercisable in four equal annual installments beginning on this date.
6. This option is no longer exercisable beginning on this date.
7. Each restricted stock unit represents a contingent right to receive one share of HP common stock.
8. As previously reported, on 01/15/09 the reporting person was granted 28,710 restricted stock units ("RSUs"), 14,355 of which vested on 01/15/10, and 14,355 of which vested on 01/15/11. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The number of derivative securities in column 5 includes a deminimus adjustment of 0.5442 due to fractional rounding of the dividend equivalent rights.
Remarks:
/s/ David Ritenour as Attorney-in-Fact for Ann M. Livermore 01/19/2011
** 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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