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*
JOSHI VYOMESH

(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 IPG
3. Date of Earliest Transaction (Month/Day/Year)
11/30/2011
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 11,276.1264 (1) (2) D
Common Stock 11/30/2011 M 200,000 A $22.015 211,276.1264 D
Common Stock 11/30/2011 S 200,000 D $28 11,276.1264 D
Common Stock 208,824 (3) I By 2001 Joshi Living Trust Account (at Goldman Sachs)
Common Stock 50,000 (4) I By Vyomesh I. Joshi 2010 GRAT (at Goldman Sachs)
Common Stock 50,000 (4) I By Uma V. Joshi 2010 GRAT (at Goldman Sachs)
Common Stock 1,475 (4) I By 2001 Joshi Living Trust Account (Charles Schwab)
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 Stock Option (right to buy) $22.015 11/30/2011 M 200,000 03/18/2005 (5) 03/18/2012 (6) Common Stock 200,000 $0 100,000 D
Restricted Stock Units (7) 07/06/2011 A 100.4732 (8) (8) (8) Common Stock 100.4732 (8) 12,268.6592 D
Restricted Stock Units (7) 07/06/2011 A 295.6704 (9) (9) (9) Common Stock 295.6704 (9) 35,865.5858 D
Restricted Stock Units (7) 10/05/2011 A 575.1148 (10) (10) Common Stock 575.1148 (10) 114,927.114 D
Explanation of Responses:
1. The total beneficial ownership includes 682.6872 shares at $25.2795 per share acquired under the 2011 Employee Stock Purchase Plan ("ESPP") on 10/31/11.The total beneficial ownership also includes 25.2410 shares at $36.051 per share acquired through dividends paid under the ESPP on 07/06/11, and 35.4606 shares at $25.7231 per share acquired through dividends paid under the ESPP on 10/05/11 with respect to shares held under the ESPP.
2. The total beneficial ownership reflects a decrease of 140,291 shares due to the transfer of 140,291 shares into the 2001 Joshi Living Trust Account on 08/03/11.
3. The total indirect beneficial ownership reflects an increase of 140,291 shares due to the transfer of 140,291 shares previously reported as being held directly by the reporting person into his 2001 Joshi Living Trust Account.
4. There is no reportable change since the last filing. This is a reiteration of holdings only.
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 12/10/09 the reporting person was granted 24,081 restricted stock units ("RSUs"), 12,040 of which vested on 12/10/10 and 12,041 of which will vest on 12/10/11. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The 100.4732 dividend equivalent rights being reported reflect 39.9149 dividend equivalent rights at $36.20 per RSU credited to the reporting person's account on 07/06/11, and 60.5583 dividend equivalent rights at $23.86 per RSU credited to the reporting person's account on 10/05/11.
9. As previously reported, on 12/10/10 the reporting person was granted 35,434 restricted stock units ("RSUs"), 17,717 of which will vest on each of 12/10/11 and 12/10/12. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The 295.6704 dividend equivalent rights being reported reflect 117.4608 dividend equivalent rights at $36.20 per RSU credited to the reporting person's account on 07/06/11, and 178.2096 dividend equivalent rights at $23.86 per RSU credited to the reporting person's account on 10/05/11.
10. As previously reported, on 06/27/11 the reporting person was granted 114,352 restricted stock units ("RSUs") which will vest on 06/27/15 subject to acceleration based on certain stock performance conditions. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The 575.1148 dividend equivalent rights being reported reflect 575.1148 dividend equivalent rights at $23.86 per RSU credited to the reporting person's account on 10/05/11.
Remarks:
/s/ David Ritenour as Attorney-in-Fact for Vyomesh I. Joshi 12/02/2011
** 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).
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