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^*

Anderson Harvey

(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)
	Chief Legal Officer & Sec

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		38,092	A	$0.00	38,092	D
Common Stock	12/07/2021		F		18,890⁽¹⁾	D	$37.29	19,202	D
Common Stock	12/09/2021		S		8,268⁽²⁾	D	$36.02	10,934	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	⁽³⁾	12/07/2021		A		34,326		⁽⁴⁾	⁽⁴⁾	Common Stock	34,326	⁽⁴⁾	34,326	D
Performance Restricted Stock Units	⁽⁵⁾	12/07/2021		A		19,829		⁽⁵⁾	⁽⁵⁾	Common Stock	19,829	⁽⁵⁾	19,829	D
Performance-Contingent Stock Options	$37.29	12/07/2021		A		91,162		⁽⁶⁾	⁽⁶⁾	Common Stock	91,162	⁽⁶⁾	91,162	D
Restricted Stock Units	⁽³⁾	12/07/2021		M			6,507	⁽⁷⁾	⁽⁷⁾	Common Stock	6,507	⁽⁷⁾	12,669	D
Restricted Stock Units	⁽³⁾	12/07/2021		M			15,182	⁽⁸⁾	⁽⁸⁾	Common Stock	15,182	⁽⁸⁾	29,561	D
Restricted Stock Units	⁽³⁾	12/07/2021		M			10,411	⁽⁹⁾	⁽⁹⁾	Common Stock	10,411	⁽⁹⁾	9,756	D
Restricted Stock Units	⁽³⁾	12/07/2021		M			5,992	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	5,992	⁽¹⁰⁾	0.00	D

Explanation of Responses:

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

2. The sales reported on this Form 4 were executed pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on 9/29/2020 .

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

4. On 12/7/2021, the reporting person was granted 34,326 RSU, 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.

5. On 12/7/2021, the reporting person was granted 19,829 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.

6. 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.

7. As previously reported, on 12/7/2020, the reporting person was granted 19,003 RSUs, 6,334 of which vested on 12/7/2021, 6,334 of which is scheduled to vest on 12/7/2022 and 6,335 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 173 vested dividend equivalent rights.

8. As previously reported, on 12/7/2020, the reporting person was granted 44,341 RSUs, 14,780 of which vested on 12/7/2021, 14,780 of which is scheduled to vest on 12/7/2022 and 14,781 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 402 vested dividend equivalent rights.

9. As previously reported, on 12/6/2019, the reporting person was granted 29,268 RSUs, 9,756 of which vested on 12/7/2020 and 12/7/2021, and 9,756 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 655 vested dividend equivalent rights.

10. As previously reported, on 12/7/2018, the reporting person was granted 16,354 RSUs, 5,451 of which vested on each of 12/7/2019 and 12/7/2020 and 5,452 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 540 vested dividend equivalent rights.

Remarks:

	/s/ Rick Hansen as Attorney-in-Fact for Harvey Anderson	12/09/2021
	** Signature of Reporting Person	Date
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