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 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 IPG
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)
Code V Amount (A) or (D) Price
Common Stock 12/10/2011 M 30,203 A $27.9 41,479.1264 D
Common Stock 12/10/2011 F 14,101 D $27.9 27,378.1264 D
Common Stock 280,064(1) I By 2001 Joshi Living Trust Account (at Goldman Sachs)
Common Stock 14,380(2) I By Vyomesh I. Joshi 2010 GRAT (at Goldman Sachs)
Common Stock 14,380(2) I By Uma V. Joshi 2010 GRAT (at Goldman Sachs)
Common Stock 1,475(3) 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (4) 12/10/2011 M 12,269(5) (5) (5) Common Stock 12,269 (5) 0 D
Restricted Stock Units (4) 12/10/2011 M 17,934(6) (6) (6) Common Stock 17,934 (6) 17,932 D
Explanation of Responses:
1. The total indirect beneficial ownership reflects an increase of 71,240 shares due to the transfer of 35,620 shares previously reported as being held indirectly by each of the reporting person and his spouse into their 2001 Joshi Living Trust Account on 12/06/11.
2. The total indirect beneficial ownership for the reporting person and his spouse reflects a decrease due to the transfer of 35,620 shares from each of their 2010 GRATs into the reporting person's Joint Living Trust with his spouse on 12/06/11.
3. There is no reportable change since the last filing. This is a reiteration of holdings only.
4. Each restricted stock unit represents a contingent right to receive one share of HP common stock.
5. As previously reported, on 12/10/09 the reporting person was granted 24,081 restricted stock units ("RSUs"), 12,040 of which vested on 12/10/10 and 12,041 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 228 vested dividend equivalent rights and a deminimus adjustment of 0.3408 due to fractional rounding of the dividend equivalent rights.
6. 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 number of derivative securities beneficially owned in column 5 includes 217 vested dividend equivalent rights and a deminimus adjustment of 0.4142 due to fractional rounding of the dividend equivalent rights.
Remarks:
/s/ David Ritenour as Attorney-in-Fact for Vyomesh I. Joshi 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.