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^*

Visentin Giovanni

(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, ES

3. Date of Earliest Transaction (Month/Day/Year)
03/23/2012

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	03/23/2012		M		5,418	A	$23.61	9,709	D
Common Stock	03/23/2012		F		1,797	D	$23.61	7,912	D
Common Stock	03/23/2012		M		5,724	A	$23.61	13,636	D
Common Stock	03/23/2012		F		1,898	D	$23.61	11,738	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	⁽¹⁾	01/04/2012		A		50.9391⁽²⁾		⁽²⁾	⁽²⁾	Common Stock	50.9391	⁽²⁾	11,445.2292	D
Restricted Stock Units	⁽¹⁾	03/23/2012		M			5,724⁽³⁾	⁽³⁾	⁽³⁾	Common Stock	5,724	⁽³⁾	5,722	D
Restricted Stock Units	⁽¹⁾	01/04/2012		A		72.3291⁽⁴⁾		⁽⁴⁾	⁽⁴⁾	Common Stock	72.3291	⁽⁴⁾	16,251.2126	D
Restricted Stock Units	⁽¹⁾	03/23/2012		M			5,418⁽⁵⁾	⁽⁵⁾	⁽⁵⁾	Common Stock	5,418	⁽⁵⁾	10,834	D
Restricted Stock Units	⁽¹⁾	01/04/2012		A		101.4275⁽⁶⁾		⁽⁶⁾	⁽⁶⁾	Common Stock	101.4275	⁽⁶⁾	22,701.4275	D
Restricted Stock Units	⁽¹⁾	01/04/2012		A		197.8603⁽⁷⁾		⁽⁷⁾	⁽⁷⁾	Common Stock	197.8603	⁽⁷⁾	44,089.8603	D

Explanation of Responses:

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

2. As previously reported, on 03/23/11 the reporting person was granted 11,300 restricted stock units ("RSUs"), 5,650 of which vested on 03/23/12, and 5,650 of which will vest on 03/23/13. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The 50.9391 dividend equivalent rights being reported reflect 50.9391 dividend equivalent rights at $26.62 per RSU credited to the reporting person's account on 01/04/12.

3. As previously reported, on 03/23/11 the reporting person was granted 11,300 restricted stock units ("RSUs"), 5,650 of which vested on 03/23/12, and 5,650 of which will vest on 03/23/13. 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 74 dividend equivalent rights at $23.61 per RSU credited to the reporting person's account on 03/23/12, and a deminimus adjustment of 0.7708 due to fractional rounding of the dividend equivalent rights.

4. As previously reported, on 03/23/11 the reporting person was granted 16,045 restricted stock units ("RSUs"), 5,348 of which vested on 03/23/12, and 5,348 of which will vest on 03/23/13, and 5,349 of which will vest on 03/23/14. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The 72.3291 dividend equivalent rights being reported reflect 72.3291 dividend equivalent rights at $26.62 per RSU credited to the reporting person's account on 01/04/12.

5. As previously reported, on 03/23/11 the reporting person was granted 16,045 restricted stock units ("RSUs"), 5,348 of which vested on 03/23/12, and 5,348 of which will vest on 03/23/13, and 5,349 of which will vest on 03/23/14. 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 70 dividend equivalent rights at $23.61 per RSU credited to the reporting person's account on 03/23/12, and a deminimus adjustment of 0.7874 due to fractional rounding of the dividend equivalent rights.

6. As previously reported, on 08/01/11 the reporting person was granted 30,000 restricted stock units ("RSUs"), 7,500 of which vested on 10/31/11, 15,000 of which will vest on 10/31/12, and 7,500 of which will vest on 04/30/13. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The 101.4275 dividend equivalent rights being reported reflect 101.4275 dividend equivalent rights at $26.62 per RSU credited to the reporting person's account on 01/04/12.

7. As previously reported, on 12/12/11 the reporting person was granted 43,892 restricted stock units ("RSUs"), 14,630 of which will vest on 12/12/12, and 14,631 of which will vest on each of 12/12/13, and 12/12/14. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The 197.8603 dividend equivalent rights being reported reflect 197.8603 dividend equivalent rights at $26.62 per RSU credited to the reporting person's account on 01/04/12.

Remarks:

	/s/ David Ritenour as Attorney-in-Fact for Giovanni Visentin	03/27/2012
	** 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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