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^*

CHO ALEX

(Last)

(First)

(Middle)

C/O HP INC.

1501 PAGE MILL ROAD

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President, Personal Systems

3. Date of Earliest Transaction (Month/Day/Year)
12/07/2021

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	12/07/2021		M		90,687	A	$0.00	98,842	D
Common Stock	12/07/2021		F		44,965⁽¹⁾	D	$37.29	53,877	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⁾	12/07/2021		A		61,679		⁽³⁾	⁽³⁾	Common Stock	61,679	⁽³⁾	61,679	D
Performance Adjusted Restricted Stock Units	⁽⁴⁾	12/07/2021		A		35,630		⁽⁴⁾	⁽⁴⁾	Common Stock	35,630	⁽⁴⁾	35,630	D
Performance Contingent Stock Options	$37.29	12/07/2021		A		163,807		⁽⁵⁾	⁽⁵⁾	Common Stock	163,807	⁽⁵⁾	163,807	D
Restricted Stock Units	⁽²⁾	12/07/2021		M			31,810	⁽⁶⁾	⁽⁶⁾	Common Stock	31,810	⁽⁶⁾	61,937	D
Restricted Stock Units	⁽²⁾	12/07/2021		M			33,313	⁽⁷⁾	⁽⁷⁾	Common Stock	33,313	⁽⁷⁾	31,220	D
Restricted Stock Units	⁽²⁾	12/07/2021		M			25,564	⁽⁸⁾	⁽⁸⁾	Common Stock	25,564	⁽⁸⁾	0.00	D

Explanation of Responses:

1. Shares withheld by HP to satisfy tax withholding upon vesting.

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

3. On 12/7/2021, the reporting person was granted 61,679 RSUs, one-third of which vest annually over three years on each of 12/7/2022, 12/7/2023 and 12/7/2024. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock.

4. On 12/7/2021, the reporting person was granted 35,630 performance adjusted restricted stock units ("PARSUs"), 100% of which will only be earned after certification of financial results as of 10/31/2024, subject to certain earnings per share and relative total stockholder return conditions being met as of that date. Dividend equivalent rights accrue with respect to these PARSUs when and as dividends are paid on HP common stock.

5. The performance contingent stock options granted on 12/7/2021 will vest 33.3% on each of the first two anniversaries of the grant date, and 33.4% on the third anniversary, in each case subject to the satisfaction of certain stock price performance conditions.

6. As previously reported, on 12/7/2020, the reporting person was granted 92,905 RSUs, 30,968 of which vested on 12/7/2021, 30,968 of which is scheduled to vest on 12/7/2022 and 30,969 of which is scheduled to vest on 12/7/2023. 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 842 vested dividend equivalent rights.

7. As previously reported, on 12/6/2019, the reporting person was granted 93,659 RSUs, and 31,219 of which vested on 12/7/2020, 31,220 vested on 12/7/2021 and 31,220 of which is scheduled to vest on 12/7/2022. 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 2,093 vested dividend equivalent rights.

8. As previously reported, on 12/7/2018, the reporting person was granted 69,778 RSUs, 23,259 of which vested on each of 12/7/2019 and 12/7/2020, and 23,260 of which vested on 12/7/2021. 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 2,304 vested dividend equivalent rights.

Remarks:

	/s/ Rick Hansen as Attorney-in-Fact for Alex Cho	12/09/2021
	** 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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