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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Employee Stock Option (right to buy) | $ 21.75 | 01/30/2012 | M | 30,000 | 01/31/2003(3) | 01/31/2012 | Common Stock | 30,000 | $ 0 | 0 | D | ||||
| Restricted Stock Units | (4) | 01/04/2012 | A | 15.9624 | (5) | (5) | Common Stock | 15.9624 | (5) | 3,599.9624 | D | ||||
| Restricted Stock Units | (4) | 01/04/2012 | A | 35.1615 | (6) | (6) | Common Stock | 35.1615 | (6) | 7,870.1615 | D | ||||
| Restricted Stock Units | (4) | 01/04/2012 | A | 92.3351 | (7) | (7) | Common Stock | 92.3351 | (7) | 20,575.3351 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Murrin James T C/O HEWLETT-PACKARD COMPANY 3000 HANOVER STREET PALO ALTO, CA 94304 |
SVP, Controller & PAO | |||
| /s/ David Ritenour as Attorney-in-Fact for James T. Murrin | 01/31/2012 | |
| **Signature of Reporting Person | Date |
| * | 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) | The sale reported on this Form 4 was effectuated pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 6, 2011. |
| (2) | These shares were held indirectly under the Issuer's 401(k) Plan as of 12/30/11. Fidelity Investments Institutional Services Company, Inc. accounts for holdings in the stock fund in units, comprised of stock and cash reserves. The shares reported represent an approximate value based upon the fund balance and market value of Issuer's common stock. |
| (3) | This option became exercisable in four annual installments beginning on this date. |
| (4) | Each restricted stock unit represents a contingent right to receive one share of HP common stock. |
| (5) | As previously reported, on 12/10/10 the reporting person was granted 7,081 restricted stock units ("RSUs"), 3,540 of which vested on 12/10/11 and 3,541 of which will vest on 12/10/12. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The 15.9624 dividend equivalent rights being reported reflect 15.9624 dividend equivalent rights at $26.62 per RSU credited to the reporting person's account on 01/04/12. |
| (6) | As previously reported, on 08/01/11 the reporting person was granted 10,400 restricted stock units ("RSUs"), 2,600 of which vested on 10/31/11, 5,200 of which will vest on 10/31/12, and 2,600 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 35.1615 dividend equivalent rights being reported reflect 35.1615 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 20,483 restricted stock units ("RSUs"), 6,827 of which will vest on 12/12/12, and 6,828 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 92.3351 dividend equivalent rights being reported reflect 92.3351 dividend equivalent rights at $26.62 per RSU credited to the reporting person's account on 01/04/12. |