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^*

JOSHI VYOMESH

(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)
	EVP IPG

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2012

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	03/01/2012		M		100,000	A	$22.015	111,312.8699⁽¹⁾⁽²⁾	D
Common Stock	03/01/2012		S		100,000⁽³⁾	D	$25.4589⁽⁴⁾	11,312.8699	D
Common Stock								296,166⁽⁵⁾	I	By 2001 Joshi Living Trust Account (at Goldman Sachs)
Common Stock								14,380⁽⁶⁾	I	By Vyomesh I. Joshi 2010 GRAT (at Goldman Sachs)
Common Stock								14,380⁽⁶⁾	I	By Uma V. Joshi 2010 GRAT (at Goldman Sachs)
Common Stock								1,475⁽⁶⁾	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)
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 Stock Option (right to buy)	$22.015	03/01/2012		M			100,000	03/18/2005⁽⁷⁾	03/18/2012	Common Stock	100,000	$0	0	D
Restricted Stock Units	⁽⁸⁾	01/04/2012		A		79.8663⁽⁹⁾		⁽⁹⁾	⁽⁹⁾	Common Stock	79.8663	⁽⁹⁾	18,011.8663	D
Restricted Stock Units	⁽⁸⁾	01/04/2012		A		515.4861⁽¹⁰⁾		⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	515.4861	⁽¹⁰⁾	115,442.6	D
Restricted Stock Units	⁽⁸⁾	01/04/2012		A		296.7904⁽¹¹⁾		⁽¹¹⁾	⁽¹¹⁾	Common Stock	296.7904	⁽¹¹⁾	66,134.7904	D

Explanation of Responses:

1. The total beneficial ownership includes 36.7435 shares at $26.5149 per share acquired through dividends paid in shares under the HP 2011 Employee Stock Ownership Plan ("ESPP") on 01/04/12 with respect to shares held under the ESPP.

2. The total direct beneficial ownership reflects a decrease of 16,102 shares due to the transfer of 16,102 shares into the 2001 Joshi Living Trust Account on 02/01/12.

3. The sale reported on this Form 4 was effectuated pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on 12/05/11.

4. The price in Column 4 is a weighted average price. The prices actually received ranged from $25.36 to $25.62. 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.

5. The total indirect beneficial ownership reflects an increase of 16,102 shares due to the transfer of 16,102 shares to the 2001 Joshi Living Trust Account on 02/01/12.

6. There is no reportable change since the last filing. This is a reiteration of holdings only.

7. This option became exercisable in four equal annual installments beginning on this date.

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

9. As previously reported, on 12/10/10 the reporting person was granted 35,434 restricted stock units ("RSUs"), 17,717 of which vested on 12/10/11 and 17,717 of which will vest on 12/10/12. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The 79.8663 dividend equivalent rights being reported reflect 79.8663 dividend equivalent rights at $26.62 per RSU credited to the reporting person's account on 01/04/12.

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 515.4861 dividend equivalent rights being reported reflect 515.4861 dividend equivalent rights at $26.62 per RSU credited to the reporting person's account on 01/04/12.

11. As previously reported, on 12/12/11 the reporting person was granted 65,838 restricted stock units ("RSUs"), 21,946 of which will vest on each of 12/12/12, 12/12/13, and 12/12/14. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The 296.7904 dividend equivalent rights being reported reflect 296.7904 dividend equivalent rights at $26.62 per RSU credited to the reporting person's account on 01/04/12.

Remarks:

	/s/ David Ritenour as Attorney-in-Fact for Vyomesh I. Joshi	03/05/2012
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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