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*
Gomez Henry

(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, CM & CO
3. Date of Earliest Transaction (Month/Day/Year)
09/17/2015
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 09/17/2015 M 35,838 A $27.57 35,838 D
Common Stock 09/17/2015 F 18,823 D $27.57 17,015 D
Common Stock 09/17/2015 M 11,944 A $27.57 28,959 D
Common Stock 09/17/2015 F 6,272 D $27.57 22,687 D
Common Stock 09/17/2015 M 151,844 A $13.83 174,531 D
Common Stock 09/17/2015 S 151,844 (1) D $28.0185 (2) 22,687 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) $13.83 09/17/2015 M 151,844 (6) 12/06/2014 (3) (6) 12/06/2020 (4) Common Stock 151,844 $0 0 D
Restricted Stock Units (5) 09/17/2015 M 11,509 (7) (6) (7) (7) Common Stock 11,509 (7) 0 D
Restricted Stock Units (5) 09/17/2015 M 7,281 (8) (6) (8) (8) Common Stock 7,281 (8) 7,281 D
Restricted Stock Units (5) 09/17/2015 M 9,577 (9) (6) (9) (9) Common Stock 9,577 (9) 9,576 D
Restricted Stock Units (5) 09/17/2015 M 7,471 (10) (6) (10) (10) Common Stock 7,471 (10) 14,941 D
Performance Adjusted Restricted Stock Units (5) 09/17/2015 M 11,944 (11) (6) (11) (11) Common Stock 11,944 (11) 13,136 D
Explanation of Responses:
1. The sales reported on this Form 4 were effectuated pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on 03/06/14.
2. The price in Column 4 is a weighted average price. The prices actually paid ranged from $27.69 to $28.10. 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 purchased at each price within the range.
3. This option became exercisable beginning on this date.
4. This option is no longer exercisable beginning on this date.
5. Each restricted stock unit represents a contingent right to receive one share of HP common stock.
6. On 07/29/15 the Issuer announced approved amendments to certain outstanding long-term incentive awards that were originally scheduled to vest between 09/18/15 and 12/31/15, to provide for the accelerated vesting on 09/17/15.
7. As previously reported, on 12/06/12 the reporting person was granted 32,538 restricted stock units ("RSUs"), 10,846 of which vested on each of 12/06/13 and 12/06/14, and 10,846 of which vested early on 09/17/15. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The number of derivative securities beneficially owned immediately prior to the transaction being reported includes 55.4605 dividend equivalent rights at $31.29 per RSU credited to the reporting person's account on 04/01/15 and 62.5457 dividend equivalent rights at $30.52 per RSU credited to the reporting person's account on 07/01/15. The number of derivative securities in column 5 includes 663 vested dividend equivalent rights and a de minimus adjustment of 0.3150 due to fractional rounding of the dividend equivalent rights.
8. As previously reported, on 09/26/13 the reporting person was granted 21,127 RSUs, 7,042 of which vested on 09/26/14, 7,042 of which vested early on 09/17/15, and 7,043 of which will vest on 09/26/16. Dividend equivalent rights accrue with respect to these RSUs when as as dividends are paid on HP common stock. The number of derivative securities beneficially owned immediately prior to the transaction being reported includes 72.0230 dividend equivalent rights at $31.29 per RSU credited to the reporting person's account on 04/01/15 and 81.2241 dividend equivalent rights at $30.52 per RSU credited to the reporting person's account on 07/01/15. The number of derivative securities in column 5 includes 239 vested dividend equivalent rights and a de minimus adjustment of 0.8028 due to fractional rounding of the dividend equivalent rights.
9. As previously reported, on 12/11/13 the reporting person was granted 27,789 RSUs, 9,263 of which vested on 12/11/14, and 9,263 of which vested early on 09/17/15, and 9,263 of which will vest on 12/11/16. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The number of derivative securities beneficially owned immediately prior to the transaction being reported includes 94.7319 dividend equivalent rights at $31.29 per RSU credited to the reporting person's account on 04/01/15 and 106.8341 dividend equivalent rights at $30.52 per RSU credited to the reporting person's account on 07/01/15. The number of derivative securities in column 5 includes 314 vested dividend equivalent rights and a de minimus adjustment of 0.8264 due to fractional rounding of the dividend equivalent rights.
10. As previously reported, on 12/10/14 the reporting person was granted 22,082 RSUs, 7,360 of which vested early on 09/17/15, and 7,361 of which will vest on each of 12/10/16 and 12/10/17. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The number of derivative securities beneficially owned immediately prior to the transaction being reported includes 112.9153 dividend equivalent rights at $31.29 per RSU credited to the reporting person's account on 04/01/15 and 127.3405 dividend equivalent rights at $30.52 per RSU credited to the reporting person's account on 07/01/15. The number of derivative securities in column 5 includes 111 vested dividend equivalent rights and a de minimus adjustment of 0.8159 due to fractional rounding of the dividend equivalent rights.
11. As previously reported, on 12/11/13 the reporting person was granted 25,080 performance adjusted restricted stock units ("PARSUs"), 50% of which vested early on 09/17/15, and 50% of which will vest on 12/11/16, in each case subject to certain return on invested capital performance conditions and/or relative total stockholder return conditions being met at the time of vesting. Dividend equivalent rights accrue with respect to these PARSUs when and as dividends are paid on HP common stock. The number of derivative securities in column 5 includes 430.8427 vested dividend equivalent rights accrued but not released since the grant date, and a de minimus adjustment of 0.4480 due to fractional rounding of the dividend equivalent rights.
Remarks:
/s/ Katie Colendich as Attorney-in-Fact for Henry Gomez 09/21/2015
** Signature of Reporting Person Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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