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^*

KADIFA ABDO G

(Last)

(First)

(Middle)

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, HP Software

3. Date of Earliest Transaction (Month/Day/Year)
05/29/2013

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	05/29/2013		M		21,635	A	$25.24	21,992.7057⁽¹⁾	D
Common Stock	05/29/2013		F		8,132	D	$25.24	13,860.7057	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⁾	05/29/2013		M			21,635⁽³⁾	⁽³⁾	⁽³⁾	Common Stock	21,635	⁽³⁾	43,267	D
Restricted Stock Units	⁽²⁾	01/02/2013		A		1,221.0297⁽⁴⁾		⁽⁴⁾	⁽⁴⁾	Common Stock	1,221.0297	⁽⁴⁾	83,651.0297	D

Explanation of Responses:

1. The total beneficial ownership includes 357.7057 shares at $19.5700 per share acquired on 04/30/13 under the HP 2011 Employee Stock Purchase Plan.

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

3. As previously reported, on 05/29/12 the reporting person was granted 63,000 restricted stock units ("RSUs"), 21,000 of which vested on 05/29/13, and 21,000 of which will vest on each of 05/29/14 and 05/29/15. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The numer of derivative secuities beneficially owned immediately prior to the transaction being reported includes 553.6618 dividend equivalent rights at $15.02 per RSU credited to the reporting person's account on 01/02/13, and 379.5527 dividend equivalent rights at $21.91 per RSU credited to the reporting person's account on 04/03/13. The number of derivative securities in column 5 includes 635 vested dividend equivalent rights and a deminimus adjustment of 0.9798 due to fractional rounding of the dividend equivalent rights.

4. As previously reported, on 12/06/12 the reporting person was granted 82,430 restricted stock units ("RSUs"), 27,476 of which will vest on 12/06/13, and 27,477 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 1,221.0297 dividend equivalent rights being reported reflect 724.4181 dividend equivalent rights at $15.02 per RSU credited to the reporting person's account on 01/02/13; and 496.6116 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 Abdo G. Kadifa	05/31/2013
	** 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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