Edgar Filing: HOMLISH MARTIN J

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

HOMLISH MARTIN J

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 & CMO

(Last)

(First)

(Middle)

C/O HEWLETT-PACKARD COMPANY, 3000 HANOVER STREET

3. Date of Earliest Transaction (Month/Day/Year)
12/12/2011

(Street)

PALO ALTO, CA 94304

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock								0	D

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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Non-employee Stock Option (right to buy)

$ 27.34

12/12/2011

120,703

12/12/2013⁽¹⁾

12/12/2019⁽²⁾

Common Stock

120,703

$ 0

120,703

Restricted Stock Units

⁽³⁾

07/06/2011

227.865 ⁽⁴⁾

⁽⁴⁾

Common Stock

227.865

⁽⁴⁾

27,535.865

Restricted Stock Units

⁽³⁾

12/12/2011

30,176

⁽⁵⁾

Common Stock

30,176

⁽⁵⁾

30,176

Restricted Stock Units

⁽³⁾

12/12/2011

51,208

⁽⁶⁾

Common Stock

51,208

⁽⁶⁾

51,208

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
HOMLISH MARTIN J C/O HEWLETT-PACKARD COMPANY 3000 HANOVER STREET PALO ALTO, CA 94304			EVP & CMO

Signatures

David Ritenour as Attorney-in-Fact for Martin J. Homlish		12/14/2011
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	This option will vest 50% on the second anniversary of the grant date and 50% on the third anniversary of the grant date, in both cases subject to the satisfaction of certain stock price performance conditions prior to the fourth anniversary of the grant date.
(2)	This option is no longer exercisable beginning on this date.
(3)	Each restricted stock unit represents a contingent right to receive one share of HP common stock.
(4)	As previously reported, on 06/01/11 the reporting person was granted 27,308 restricted stock units ("RSUs"), 13,654 of which will vest on each of 06/01/12 and 06/01/13. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The 227.865 dividend equivalent rights being reported reflect 90.5238 dividend equivalent rights at $36.20 per RSU credited to the reporting person's account on 07/06/11, and 137.3412 dividend equivalent rights at $23.86 per RSU credited to the reporting person's account on 10/05/11.
(5)	On 12/12/11 the reporting person was granted 30,176 restricted stock units ("RSUs"), 10,058 of which will vest on 12/12/12, and 10,059 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.
(6)	On 12/12/11 the reporting person was granted 51,208 restricted stock units ("RSUs"), 17,069 of which will vest on each of 12/12/12 and 12/12/13, and 17,070 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.

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