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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Holston Michael J

(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, GC & SEC

3. Date of Earliest Transaction (Month/Day/Year)
12/10/2011

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)
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	12/10/2011		M		16,439	A	$27.9	20,215⁽¹⁾	D
Common Stock	12/10/2011		F		6,032	D	$27.9	14,183	D
Common Stock								20,000⁽²⁾	I	By Michael J. Holston 2011 GRAT
Common Stock								20,000⁽²⁾	I	By Brenda W. Holston 2011 GRAT

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)
Restricted Stock Units	⁽³⁾	12/10/2011		M			6,134⁽⁴⁾	⁽⁴⁾	⁽⁴⁾	Common Stock	6,134	⁽⁴⁾	0	D
Restricted Stock Units	⁽³⁾	12/10/2011		M			10,305⁽⁵⁾	⁽⁵⁾	⁽⁵⁾	Common Stock	10,305	⁽⁵⁾	10,304⁽⁵⁾	D
Restricted Stock Units	⁽³⁾	10/05/2011		A		431.3361⁽⁶⁾		⁽⁶⁾	⁽⁶⁾	Common Stock	431.3361	⁽⁶⁾	86,195.3361	D

Explanation of Responses:

1. The total beneficial ownership reflects a decrease of 40,000 shares due to the transfer of 20,000 shares into each of the reporting person and his spouse's 2011 GRATs on 09/06/11.

2. The total indirect beneficial ownership for each of the reporting person and his spouse reflects an increase due to the transfer of 20,000 shares from the reporting person's direct beneficial ownership into each of their 2011 GRATs on 09/06/11.

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

4. As previously reported, on 12/10/09 the reporting person was granted 12,040 restricted stock units ("RSUs"), 6,020 of which vested on 12/10/10 and 6,020 of which vested 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 5 includes 19.9558 dividend equivalent rights at $36.20 per RSU credited to the reporting person's account on 07/06/11, and 30.2766 dividend equivalent rights at $23.86 per RSU credited to the reporting person's account on 10/05/11, and a deminimus adjustment of 0.6765 due to fractional rounding of the dividend equivalent rights.

5. As previously reported, on 12/10/10 the reporting person was granted 20,361 restricted stock units ("RSUs"), 10,180 of which vested on 12/10/11 and 10,181 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 number of derivative securities beneficially owned immediately prior to the transaction being reported includes 67.4950 dividend equivalent rights at $36.20 per RSU credited to the reporting person's account on 07/06/11, and 102.4023 dividend equivalent rights at $23.86 per RSU credited to the reporting person's account on 10/05/11. The number of derivative securities beneficially owned in column 5 includes 125 vested dividend equivalent rights and a deminimus adjustment of 0.0034 due to fractional rounding of the dividend equivalent rights.

6. As previously reported, on 06/27/11 the reporting person was granted 85,764 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 431.3361 dividend equivalent rights being reported reflect 431.3361 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 Michael J. Holston	12/13/2011
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.