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*
MOTT RANDALL D
(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 & CIO
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 01/15/2011 M 8,327 A $46.25 207,499(1) D
Common Stock 01/15/2011 F 2,270 D $46.25 199,172(2) D
Common Stock 92,746(3) I By Trust
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
Restricted Stock Units (4) 01/15/2011 M 8,327(5) (5) (5) Common Stock 8,327 (5) 0 D
Restricted Stock Units (4) 12/30/2010 A 15.1955 (6) (6) Common Stock 15.1955 (6) 8,096.1955(6) D
Restricted Stock Units (4) 12/30/2010 A 35.7558 (7) (7) Common Stock 35.7558 (7) 18,923.7558(7) D
Explanation of Responses:
1. The total direct beneficial ownership reflects a decrease of 5,135 shares due to the transfer of 5,135 shares into the reporting person's Trust on 12/17/10.
2. The total direct beneficial ownership reflects a decrease of 6,057 shares due to the transfer of 6,057 shares into the reporting person's Trust on 01/19/11.
3. The total indirect beneficial ownership reflects an increase of 5,135 shares due to the transfer of 5,135 shares previously reported as being held directly by the reporting person into the reporting person's Trust on 12/17/10, and an increase of 6,057 shares due to the transfer of 6,057 shares previously reported as being held directly by the reporting person into the reporting person's Trust on 01/19/11.
4. Each restricted stock unit represents a contingent right to receive one share of HP common stock.
5. As previously reported, on 01/15/09 the reporting person was granted 16,410 restricted stock units ("RSUs"), 8,205 of which vested on 01/15/10, and 8,205 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 15.5324 vested dividend equivalent rights at $42.26 per RSU credited to the reporting person's account on 12/30/10, and a deminimus adjustment of 0.4386 due to fractional rounding of the dividend equivalent rights.
6. As previously reported, on 12/10/09 the reporting person was granted 16,054 restricted stock units ("RSUs"), 8,027 of which vested on 12/10/10 and 8,027 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 number of derivative securities beneficially owned in column 9 includes 15.1955 dividend equivalent rights at $42.26 per RSU credited to the reporting person's account on 12/30/10.
7. As previously reported, on 12/10/10 the reporting person was granted 18,888 restricted stock units ("RSUs"), 9,444 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 number of derivative securities beneficially owned in column 9 includes 35.7558 dividend equivalent rights at $42.26 per RSU credited to the reporting person's account on 12/30/10.
Remarks:
/s/ David Ritenour as Attorney-in-Fact for Randall D. Mott 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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