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^*

McMullen John N

(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)
	SVP & Treasurer

3. Date of Earliest Transaction (Month/Day/Year)
04/30/2013

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	04/30/2013		M		1,483	A	$20.6	1,483⁽¹⁾	D
Common Stock	04/30/2013		F		545	D	$20.6	938	D
Common Stock								15,603⁽²⁾	I	McMullen Family 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)
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⁾	04/30/2013		M			1,483⁽⁵⁾	⁽⁴⁾	⁽⁴⁾	Common Stock	1,483	⁽⁴⁾	0	D
Restricted Stock Units	⁽³⁾	01/02/2013		A		75.8718		⁽⁶⁾	⁽⁶⁾	Common Stock	75.8718	⁽⁶⁾	5,325.8718	D
Restricted Stock Units	⁽³⁾	01/02/2013		A		224.9344		⁽⁷⁾	⁽⁷⁾	Common Stock	224.9344	⁽⁷⁾	15,409.9344	D

Explanation of Responses:

1. The total direct beneficial ownership reflects a decrease of 15,603 shares due to the transfer of 15,603 shares into the reporting person's trust on 03/04/13.

2. The total indirect beneficial ownership reflects an increase of 15,603 shares due to the transfer of 15,603 shares previously reported as being held directly by the reporting person into his trust on 03/04/13.

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

4. As previously reported, on 08/01/11 the reporting person was granted 5,600 restricted stock units ("RSUs"), 1,400 of which vested on 10/31/11, 2,800 of which vested on 10/31/12, and 1,400 of which vested 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 12.3036 dividend equivalent rights at $15.02 per RSU credited to the reporting person's account on 01/02/13; and 8.4345 dividend equivalent rights at $21.91 per RSU credited to the reporting person's account on 04/03/13. These RSUs vested on 04/30/13, at which time the vested shares were delivered to the reporting person.

5. The number of derivative securities in column 5 includes 83 vested dividend equivalent rights and a deminimus adjustment of 0.2619 due to fractional rounding of the dividend equivalent rights.

6. As previously reported, on 12/12/11 the reporting person was granted 7,682 restricted stock units ("RSUs"), 2,560 of which vested on 12/12/12, and 2,561 of which will vest on each of 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 75.8718 dividend equivalent rights being reported reflect 45.0136 dividend equivalent rights at $15.02 per RSU credited to the reporting person's account on 01/02/13; and 30.8582 dividend equivalent rights at $21.91 per RSU credited to the reporting person's account on 04/03/13.

7. As previously reported, on 12/06/12 the reporting person was granted 15,185 restricted stock units ("RSUs"), 5,061 of which will vest on 12/06/13, and 5,062 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. The 224.9344 dividend equivalent rights being reported reflect 133.4501 dividend equivalent rights at $15.02 per RSU credited to the reporting person's account on 01/02/13; and 91.4843 dividend equivalent rights at $21.91 per RSU credited to the reporting person's account on 04/03/13.

Remarks:

	/s/ David Ritenour as Attorney-in-Fact for John McMullen	05/02/2013
	** 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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