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^*

KEOGH TRACY S

(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 HR

3. Date of Earliest Transaction (Month/Day/Year)
04/25/2013

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	04/25/2013		M		12,026	A	$19.59	39,004	D
Common Stock	04/25/2013		F		4,520	D	$19.59	34,484	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⁾	04/25/2013		M			12,026⁽³⁾	⁽²⁾	⁽²⁾	Common Stock	12,026	⁽²⁾	0	D
Restricted Stock Units	⁽¹⁾	01/02/2013		A		270.9137⁽⁴⁾		⁽⁴⁾	⁽⁴⁾	Common Stock	270.9137	⁽⁴⁾	19,016.9137	D
Restricted Stock Units	⁽¹⁾	01/02/2013		A		623.091⁽⁵⁾		⁽⁵⁾	⁽⁵⁾	Common Stock	623.091	⁽⁵⁾	43,740.091	D
Restricted Stock Units	⁽¹⁾	01/02/2013		A		835.4492⁽⁶⁾		⁽⁶⁾	⁽⁶⁾	Common Stock	835.4492	⁽⁶⁾	57,235.4492	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 04/25/11 the reporting person was granted 22,946 restricted stock units ("RSUs"), 11,473 of which vested on each of 04/25/12 and 04/25/13. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The number of derivative securities beneficially owned immediately prior to the transaction being reported includes 100.8280 dividend equivalent rights at $15.02 per RSU credited to the reporting person's account on 01/02/13; and 69.1208 dividend equivalent rights at $21.91 per RSU credited to the reporting person's account on 04/03/13. These RSUs vested on 04/25/13, at which time the vested shares were delivered to the reporting person.

3. The number of derivative securities in column 5 includes 553 vested dividend equivalent rights and a deminimus adjustment of 0.8031 due to fractional rounding of the dividend equivalent rights.

4. As previously reported, on 12/12/11 the reporting person was granted 27,433 restricted stock units ("RSUs"), 9,144 of which vested on 12/12/12, 9,144 of which will vest on 12/12/13, and 9,145 of which will vest on 12/12/14. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The 270.9137 dividend equivalent rights being reported reflect 160.7289 dividend equivalent rights at $15.02 per RSU credited to the reporting person's account on 01/02/13; and 110.1848 dividend equivalent rights at $21.91 per RSU credited to the reporting person's account on 04/03/13.

5. As previously reported, on 12/12/11 the reporting person was granted 63,095 restricted stock units ("RSUs"), 21,031 of which vested on 12/12/12, and 21,032 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 623.0910 dividend equivalent rights being reported reflect 369.6703 dividend equivalent rights at $15.02 per RSU credited to the reporting person's account on 01/02/13; and 253.4207 dividend equivalent rights at $21.91 per RSU credited to the reporting person's account on 04/03/13.

6. On 12/06/12 the reporting person was granted 56,400 restricted stock units ("RSUs"), 18,800 of which will vest on each of 12/06/13, 12/06/14, and 12/06/15. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The 835.4492 dividend equivalent rights being reported reflect 495.6591 dividend equivalent rights at $15.02 per RSU credited to the reporting person's account on 01/02/13; and 339.7901 dividend equivalent rights at $21.91 per RSU credited to the reporting person's account on 04/03/13.

Remarks:

	/s/ David Ritenour as Attorney-in-Fact for Tracy S. Keogh	04/29/2013
	** 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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