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^*

VEGHTE WILLIAM L

(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 & COO

3. Date of Earliest Transaction (Month/Day/Year)
10/31/2012

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	10/31/2012		M		25,554	A	$13.85	73,514.8987⁽¹⁾	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)
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	⁽²⁾	01/04/2012		A		125.1448⁽³⁾		⁽³⁾	⁽³⁾	Common Stock	125.1448	⁽³⁾	5,185.1448	D
Restricted Stock Units	⁽²⁾	10/31/2012		M			25,554⁽⁵⁾	⁽⁴⁾	⁽⁴⁾	Common Stock	25,554	⁽⁴⁾	13,052	D
Restricted Stock Units	⁽²⁾	01/04/2012		A		1,373.2137⁽⁶⁾		⁽⁶⁾	⁽⁶⁾	Common Stock	1,373.2137	⁽⁶⁾	56,238.2137	D

Explanation of Responses:

1. The total beneficial ownership includes 975.0391 shares at $23.5220 per share acquired under the HP 2011 Employee Stock Ownership Plan ("ESPP") on 04/30/12 with respect to shares held under the ESPP; 2.2244 shares at $26.5149 per share acquired through dividends paid in shares on 01/04/12; 2.5414 shares at $23.2862 per share acquired through dividends paid in shares on 04/04/12; 8.0208 shares at $19.6980 per share acquired through dividends paid in shares on 07/05/12; and 10.3858 shares at $15.2860 per share acquired through dividends paid in shares on 10/03/12 with respect to shares held under the ESPP.

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

3. As previously reported, on 12/10/10 the reporting person was granted 10,000 restricted stock units ("RSUs"), 5,000 of which will vest on 12/10/11, and 5,000 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 125.1448 dividend equivalent rights being reported reflect 22.5394 dividend equivalent rights at $26.62 per RSU credited to the reporting person's account on 01/04/12; 25.7954 dividend equivalent rights at $23.26 per RSU credited to the reporting person's account on 04/04/12; 32.5444 dividend equivalent rights at $20.28 per RSU credited to the reporting person's account on 07/05/12; and 44.2656 dividend equivalent rights at $14.91 per RSU credited to the reporting person's account on 10/03/12.

4. As previously reported, on 08/01/11 the reporting person was granted 50,000 restricted stock units ("RSUs"), 12,500 of which vested on 10/31/11, 25,000 of which vested on 10/31/12, and 12,500 of which will vest on 04/30/13. 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 169.0458 dividend equivalent rights at $26.62 per RSU credited to the reporting person's account on 01/04/12; 193.4652 dividend equivalent rights at $23.26 per RSU credited to the reporting person's account on 04/04/12; 244.0828 dividend equivalent rights at $20.28 per RSU credited to the reporting person's account on 07/05/12; and 331.9920 dividend equivalent rights at $14.91 per RSU credited to the reporting person's account on 10/03/12.

5. The number of derivative securities beneficially owned in column 5 includes 554 vested dividend equivalent rights and a deminimus adjustment of 0.4142 due to fractional rounding of the dividend equivalent rights.

6. As previously reported, on 12/12/11 the reporting person was granted 54,865 restricted stock units ("RSUs"), 18,288 of which will vest on each of 12/12/12 and 12/12/13, and 18,289 of which will vest on 12/12/14. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The 1,373.2137 dividend equivalent rights being reported reflect 247.3253 dividend equivalent rights at $26.62 per RSU credited to the reporting person's account on 01/04/12; 283.0525 dividend equivalent rights at $23.26 per RSU credited to the reporting person's account on 04/04/12; 357.1095 dividend equivalent rights at $20.28 per RSU credited to the reporting person's account on 07/05/12; and 485.7264 dividend equivalent rights at $14.91 per RSU credited to the reporting person's account on 10/03/12.

Remarks:

	/s/ David Ritenour as Attorney-in-Fact for William L. Veghte	11/02/2012
	** 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).
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