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^*

LESJAK CATHERINE A

(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 & CFO

3. Date of Earliest Transaction (Month/Day/Year)
08/20/2009

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	08/20/2009		M		8,000	A	$21.75	63,449.7651⁽¹⁾	D
Common Stock	08/20/2009		M		10,000	A	$20.7	73,449.7651	D
Common Stock	08/20/2009		M		10,000	A	$22.015	83,449.7651	D
Common Stock	08/20/2009		S		28,000	D	$43.9111⁽²⁾	55,449.7651	D
Common Stock	08/20/2009		S		10,100	D	$43.7981⁽³⁾	45,349.7651	D
Common Stock	08/20/2009		S		2,832	D	$43.72	42,517.7651	D
Common Stock	08/21/2009		S		14,323	D	$44.3268⁽⁴⁾	0⁽⁴⁾	I	Morgan Stanley Smith Barney Joint Account with Spouse
Common Stock								306⁽⁸⁾	I	By Spouse

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)	$21.75	08/20/2009		M			8,000	01/31/2003⁽⁵⁾	01/31/2012	Common Stock	8,000	$0	0	D
Employee Stock Option (right to buy)	$20.7	08/20/2009		M			10,000	09/18/2004⁽⁵⁾	09/18/2011	Common Stock	10,000	$0	0	D
Employee Stock Option (right to buy)	$22.015	08/20/2009		M			10,000	03/18/2005⁽⁵⁾	03/18/2012	Common Stock	10,000	$0	20,000	D
Restricted Stock Units	⁽⁶⁾	04/01/2009⁽⁷⁾		A		118.1602⁽⁷⁾		⁽⁷⁾	⁽⁷⁾	Common Stock	118.1602	⁽⁷⁾	26,368.1602⁽⁷⁾	D

Explanation of Responses:

1. The total beneficial ownership includes 5.8109 shares at $38.9202 per share received through dividends paid in shares on 07/01/09 under the HP Share Ownership Plan (the "SOP") with respect to shares held under the SOP, and reflects a reduction due to reporting person having transferred 14,323 shares into the joint account with her spouse on 05/08/09.

2. The price in Column 4 is a weighted average price. The prices actually received ranged from $43.9000 to $43.9300. 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. The price in Column 4 is a weighted average price. The prices actually received ranged from $43.7900 to $43.8003. 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.

4. Reflects the sale of 14,323 shares transferred by the reporting person into a joint account with her spouse on 05/08/09. The price in Column 4 is a weighted average price. The prices actually received ranged from $44.3200 to $44.3400. 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. This option became exercisable in four equal annual installments beginning on this date.

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

7. As previously reported, on 01/15/09 the reporting person was granted 26,250 restricted stock units ("RSUs"), 13,125 of which will vest on each of 01/15/10 and 01/15/11. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The 118.1602 dividend equivalent rights being reported reflect 63.8686 dividend equivalent rights at $32.88 per RSU credited to the reporting person's account on 04/01/09 and 54.2916 dividend equivalent rights at $38.68 per RSU credited to the reporting person's account on 07/01/09.

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

Remarks:

	/s/ David Ritenour as Attorney-in-Fact for Catherine A. Lesjak	08/24/2009
	** 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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