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^*

WEISLER DION J

(Last)

(First)

(Middle)

1501 PAGE MILL RD

(Street)

PALO ALTO

94304

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HP INC [ HPQ ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
12/07/2018

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	12/07/2018		M		192,440	A	$0.00	1,248,276	D
Common Stock	12/07/2018		F		95,414⁽¹⁾	D	$22.93	1,152,862	D
Common Stock	12/09/2018		M		144,499	A	$0.00	1,297,361	D
Common Stock	12/09/2018		F		71,644⁽²⁾	D	$22.93	1,225,717	D
Common Stock	12/11/2018		S		116,134⁽³⁾	D	$22.9874⁽⁴⁾	1,109,583	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	⁽⁵⁾	12/07/2018		A		252,944⁽⁶⁾		⁽⁶⁾	⁽⁶⁾	Common Stock	252,944	⁽⁶⁾	252,944	D
Performance Adjusted Restricted Stock Units	⁽⁷⁾	12/07/2018		A		348,760⁽⁷⁾		⁽⁷⁾	⁽⁷⁾	Common Stock	348,760	⁽⁷⁾	348,760	D
Restricted Stock Units	⁽⁵⁾	12/07/2018		M			104,503⁽⁸⁾	⁽⁸⁾	⁽⁸⁾	Common Stock	104,503⁽⁸⁾	⁽⁸⁾	99,072	D
Restricted Stock Units	⁽⁵⁾	12/07/2018		M			87,937⁽⁹⁾	⁽⁹⁾	⁽⁹⁾	Common Stock	87,937	$0.00	171,674	D
Restricted Stock Units	⁽⁵⁾	12/09/2018		M			144,499	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	144,499	⁽¹⁰⁾	0.00	D

Explanation of Responses:

1. 95,414 shares were withheld by HP to satisfy tax withholding on vesting of restricted stock units ("RSUs").

2. 167,058 shares were withheld by HP to satisfy tax withholding on vesting of RSUs.

3. The sales reported on this Form 4 were effectuated pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on 06/28/18.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $22.815-$23.33, inclusive. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

5. Each RSU represents a contingent right to receive one share of HP common stock.

6. On 12/7/2018, the reporting person was granted 252,944 RSUs, one-third of which vest annually over three years on the anniversary of the grant date. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock.

7. On 12/7/2018, the reporting person was granted 348,760 Performance Adjusted Restricted Stock Units ("PARSUs"), 50% of which will be earned on each of 12/7/2020 and 12/7/2021 subject to certain relative total stockholder return conditions being met as of those dates, and 50% of which will be earned on each of 12/7/2019, 12/7/2020 and 12/7/2021 subject to certain earnings per share conditions being met as of those dates. A portion of the earned units will vest on each of 12/7/2020 and 12/7/2021. Dividend equivalent rights accrue with respect to these PARSUs when and as dividends are paid on HP common stock.

8. On 12/7/2016, the reporting person was granted 297,214 RSUs, 99,071 of which vested on each of 12/7/2017 and 12/7/2018, and 99,072 of which are scheduled to vest on 12/7/2019. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The number of derivative securities in column 5 includes 5,432 vested dividend equivalent rights.

9. On 12/7/2017, the reporting person was granted 257,511 RSUs, 85,837 of which vested on 12/7/2018, and of which 85,837 are scheduled to vest on each of 12/7/2019 and 12/7/2020. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The number of derivative securities in column 5 includes 2,100 vested dividend equivalent rights.

10. On 12/9/2015, the reporting person was granted 396,367 RSUs, 132,122 of which vested on each of 12/9/2016 and 12/9/2017, and of which 132,123 vested on 12/9/2018. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The number of derivative securities in column 5 includes 12,376 vested dividend equivalent rights.

Remarks:

	/s/ Katie Colendich as Attorneyin-Fact for Dion J. Weisler	12/11/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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