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^*

Tran Tuan

(Last)

(First)

(Middle)

C/O HP INC.

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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Pres Imaging Prtng & Solutions

3. Date of Earliest Transaction (Month/Day/Year)
12/07/2023

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	12/07/2023		M		85,261	A	$0.00	201,067	D
Common Stock	12/07/2023		F		32,172⁽¹⁾	D	$29.41	168,895	D
Common Stock								1,124.256⁽²⁾	I	By 401(k) Plan

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⁾	12/07/2023		M			29,379⁽⁴⁾	⁽⁴⁾	⁽⁴⁾	Common Stock	29,379	⁽⁴⁾	56,648	D
Restricted Stock Units	⁽³⁾	12/07/2023		M			21,962⁽⁵⁾	⁽⁵⁾	⁽⁵⁾	Common Stock	21,962	⁽⁵⁾	20,560	D
Restricted Stock Units	⁽³⁾	12/07/2023		M			33,920⁽⁶⁾	⁽⁶⁾	⁽⁶⁾	Common Stock	33,920	⁽⁶⁾	0	D

Explanation of Responses:

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

2. Includes shares acquired and dividends earned through October 31, 2023 in the HP Inc. 401(k) Plan.

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

4. As previously reported, on 12/8/2022, the reporting person was granted 84,972 RSUs, 1/3 of which vest annually over 3 years on the anniversary of 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 1,055 vested dividend equivalent rights.

5. As previously reported, on 12/7/2021, the reporting person was granted 61,679 RSUs, 1/3 of which vest annually over 3 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. The number of derivative securities in column 5 includes 1,402 vested dividend equivalent rights.

6. As previously reported, on 12/7/2020, the reporting person was granted 92,905 RSUs, 1/3 of which vested annually over 3 years on the anniversary of the grant date. Dividend equivalent rights accrued with respect to these RSUs when and as dividends were paid on HP common stock. The number of derivative securities in column 5 includes 2,951 vested dividend equivalent rights.

Remarks:

	/s/ Rick Hansen as Attorney-in-Fact for Tuan Tran	12/11/2023
	** 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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