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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
HEWLETT PACKARD CO [ HPQ ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/01/2013 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 7,356(1) | D | ||||||||
Common Stock | 29,836,703(2) | I | Through limited partnerships and accounts managed by the reporting person(3) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | 07/03/2013 | A | 111.1689 | (5) | (5) | Common Stock | 111.1689 | (5) | 8,968.1689 | D |
Explanation of Responses: |
1. There is no reportable change since the last filing. This is a reiteration of holdings only. |
2. This report is being filed to voluntarily report a decrease in the number of shares indirectly beneficially owned by the reporting person as a result an in-kind distribution of 1,794,600 shares on 08/16/13 and an in-kind distribution of 2,903,214 shares on 10/01/13 made by certain affiliated entities of Relational Investors LLC ("RILLC") to certain investors in those affiliated entities. As a result of the distributions, the reporting person no longer has dispositive or voting authority, or any other beneficial interest in, 4,697,814 shares of the Issuer's common stock previously reported as being indirectly beneficially owned by him. |
3. Reporting person is a Principal of RILLC. RILLC is the record owner of 200 shares and sole general partner or investment manager of certain affiliated entities. These entities own a total of 29,836,503 shares. Reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. |
4. Each restricted stock unit represents a contingent right to receive one share of HP common stock. |
5. As previously reported, on 04/22/13 the reporting person was granted 8,857 restricted stock units ("RSUs"), all of which will cliff vest on 04/22/14. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The 111.1689 dividend equivalent rights being reported reflect 51.0737 dividend equivalent rights at $25.18 per RSU credited to the reporting person's account on 07/03/13, and 60.0952 dividend equivalent rights at $21.40 per RSU credited to the reporting person's account on 10/02/13. |
Remarks: |
David Ritenour as Attorney-in-Fact for Ralph V. Whitworth | 11/14/2013 | |
** 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). | ||
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. |