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^*

BRADLEY RICHARD TODD

(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, PPSG

3. Date of Earliest Transaction (Month/Day/Year)
12/06/2012

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								0⁽¹⁾	D
Common Stock								137,232⁽²⁾	I	Bradley Trust 04/12/10

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)	$13.83	12/06/2012		A		1,265,366		12/06/2014⁽³⁾	12/06/2020⁽³⁾	Common Stock	1,265,366	$0	1,265,366	D
Restricted Stock Units	⁽⁴⁾	12/06/2012		A		135,575⁽⁵⁾		⁽⁵⁾	⁽⁵⁾	Common Stock	135,575	⁽⁵⁾	135,575	D
Restricted Stock Units	⁽⁴⁾	01/04/2012		A		443.4381⁽⁶⁾		⁽⁶⁾	⁽⁶⁾	Common Stock	443.4381	⁽⁶⁾	18,375.4381	D
Restricted Stock Units	⁽⁴⁾	01/04/2012		A		2,862.111⁽⁷⁾		⁽⁷⁾	⁽⁷⁾	Common Stock	2,862.111	⁽⁷⁾	117,789.225	D
Restricted Stock Units	⁽⁴⁾	01/04/2012		A		1,647.8563⁽⁸⁾		⁽⁸⁾	⁽⁸⁾	Common Stock	1,647.8563	⁽⁸⁾	67,485.8563	D

Explanation of Responses:

1. The total direct beneficial ownership reflects a decrease of 137,232 shares due to the transfer of 137,232 shares into the reporting person's trust on 06/22/12.

2. The total indirect beneficial ownership reflects an increase of 137,232 shares due to the transfer of 137,232 shares previously reported as being held directly by the reporting person into his trust on 06/22/12.

3. This option will vest 50% on the second anniversary of the grant date and 50% on the third anniversary of the grant date, in both cases subject to the satisfaction of certain stock price performance conditions prior to the fourth anniversary of the grant date.

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

5. On 12/06/12 the reporting person was granted 135,575 restricted stock units ("RSUs"), 45,191 of which will vest on 12/06/13, and 45,192 of which will vest on each of 12/06/14 and 12/06/15. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock.

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 12/10/12. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The 443.4381 dividend equivalent rights being reported reflect 79.8663 dividend equivalent rights at $26.62 per RSU credited to the reporting person's account on 01/04/12; 91.4033 dividend equivalent rights at $23.26 per RSU credited to the reporting person's account on 04/04/12; 115.3178 dividend equivalent rights at $20.28 per RSU credited to the reporting person's account on 07/05/12; and 156.8507 dividend equivalent rights at $14.91 per RSU credited to the reporting person's account on 10/03/12.

7. As previously reported, on 06/27/11 the reporting person was granted 114,352 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 2,862.1110 dividend equivalent rights being reported reflect 515.4861 dividend equivalent rights at $26.62 per RSU credited to the reporting person's account on 01/04/12; 589.9501 dividend equivalent rights at $23.26 per RSU credited to the reporting person's account on 04/04/12; 744.3030 dividend equivalent rights at $20.28 per RSU credited to the reporting person's account on 07/05/12; and 1,012.3718 dividend equivalent rights at $14.91 per RSU credited to the reporting person's account on 10/03/12.

8. As previously reported, on 12/12/11 the reporting person was granted 65,838 restricted stock units ("RSUs"), 21,946 of which will vest on each of 12/12/12, 12/12/13, and 12/12/14. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The 1,647.8563 dividend equivalent rights being reported reflect 296.7904 dividend equivalent rights at $26.62 per RSU credited to the reporting person's account on 01/04/12; 339.6629 dividend equivalent rights at $23.26 per RSU credited to the reporting person's account on 04/04/12; 428.5314 dividend equivalent rights at $20.28 per RSU credited to the reporting person's account on 07/05/12; and 582.8716 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 R. Todd Bradley	12/10/2012
	** 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).
** 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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