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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

SCHULTZ JOHN F

(Last)

(First)

(Middle)

C/O HEWLETT-PACKARD COMPANY

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, GC & SEC

3. Date of Earliest Transaction (Month/Day/Year)
05/16/2015

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	05/16/2015		M		4,282	A	$33.6	35,776.6585⁽¹⁾	D
Common Stock	05/16/2015		F		1,610	D	$33.6	34,166.6585	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⁾	05/16/2015		M			4,282⁽³⁾	⁽³⁾	⁽³⁾	Common Stock	4,282	⁽³⁾	0	D
Restricted Stock Units	⁽²⁾	01/07/2015		A		198.2788⁽⁴⁾		⁽⁴⁾	⁽⁴⁾	Common Stock	198.2788	⁽⁴⁾	22,893.2788	D
Restricted Stock Units	⁽²⁾	01/07/2015		A		203.2055⁽⁵⁾		⁽⁵⁾	⁽⁵⁾	Common Stock	203.2055	⁽⁵⁾	22,855.2055	D
Restricted Stock Units	⁽²⁾	01/07/2015		A		220.198⁽⁶⁾		⁽⁶⁾	⁽⁶⁾	Common Stock	220.198	⁽⁶⁾	24,310.198	D

Explanation of Responses:

1. The total beneficial ownership includes 231.4756 shares at $31.3220 per share acquired under the HP 2011 Employee Stock Ownership Plan ("ESPP") on 04/30/15 with respect to shares held under the ESPP; and 8.141 shares at $40.6161 per share acquired through dividends paid in shares on 01/08/15; and 10.5003 shares at $31.6153 per share acquired through dividends paid in shares on 04/02/15 with respect to shares held under the ESPP. The total beneficial ownership also includes the acquisition of 2.134 shares at $39.7693 per share received on 01/07/15 through dividends paid in shares; and 2.6830 shares at $31.7498 per share received on 04/01/15 through dividends paid in shares.

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

3. As previously reported, on 05/16/12 the reporting person was granted 12,000 restricted stock units ("RSUs"), 4,000 of which vested on each of 05/16/13, 05/16/14, and 05/16/15. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The number of derivative securities beneficially owned immediately prior to the transaction being reported includes 16.1087 dividends at $39.73 per share deferred on 01/07/15; and 20.4538 dividends at $31.29 per share deferred on 04/01/15. The number of derivatives in column 5 includes 282 vested dividend equivalent rights and a de minimus adjustment of 0.02340 due to fractional rounding of the dividend equivalent rights.

4. As previously reported, on 12/06/12 the reporting person was granted 65,076 RSUs, 21,692 of which vested on each of 12/06/13 and 12/06/14, and 21,692 of which will vest on 12/06/15. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The 198.2788 dividends being reported reflect 87.3577 dividends at $39.73 per share deferred on 01/07/15; and 110.9211 dividends at $31.29 per share deferred on 04/01/15.

5. As previously reported, on 12/11/13 the reporting person was granted 33,346 RSUs, 11,115 of which will vest on each of 12/11/14 and 12/11/15, and 11,116 of which will vest on 12/11/16. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The 203.2055 dividends being reported reflect 89.5283 dividends at $39.73 per share deferred on 01/07/15; and 113.6772 dividends at $31.29 per share deferred on 04/01/15.

6. As previously reported, on 12/10/14 the reporting person was granted 24,090 RSUs, 8,030 of which will vest on each of 12/10/15, 12/10/16 and 12/10/17. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The 220.1980 dividends being reported reflect 97.0149 dividends at $39.73 per share deferred on 01/07/15; and 123.1831 dividends at $31.29 per share deferred on 04/01/15.

Remarks:

	/s/ Katie Colendich as Attorney-in-Fact for John F. Schultz	05/19/2015
	** 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.