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Form 4 HEWLETT PACKARD CO For: Feb 19 Filed by: Ricci Jeff T

February 23, 2015 5:33 PM EST
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: December 31, 2014
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hours per response: 0.5
  
 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 *
Ricci Jeff T
(Last) (First) (Middle)
C/O HEWLETT-PACKARD COMPANY
3000 HANOVER STREET
(Street)
PALO ALTO CA 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)
SVP, Controller & PAO
3. Date of Earliest Transaction (Month/Day/Year)
02/19/2015
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)
Code V Amount (A) or (D) Price
Common Stock 02/19/2015   M   3,473 A $ 38.38 3,473 D  
Common Stock 02/19/2015   F   1,302 D $ 38.38 2,171 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (1) 01/07/2015   A   9.0612 (2)     (2)   (2) Common Stock 9.0612 (2) 2,363.0612 D  
Restricted Stock Units (1) 02/19/2015   M     3,473 (3)   (3)   (3) Common Stock 3,473 (3) 3,472 D  
Restricted Stock Units (1) 01/07/2015   A   26.1123 (4)     (4)   (4) Common Stock 26.1123 (4) 6,633.1123 D  
Restricted Stock Units (1) 01/07/2015   A   50.3398 (5)     (5)   (5) Common Stock 50.3398 (5) 12,667.2588 D  
Restricted Stock Units (1) 01/07/2015   A   26.9499 (6)     (6)   (6) Common Stock 26.9499 (6) 6,718.9499 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 12/06/12 the reporting person was granted 6,750 restricted stock units ("RSUs"), 2,250 of which vested on each of 12/06/13 and 12/06/14, and 2,250 of which will vest on 12/06/15. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The 9.0612 dividend equivalent rights being reported reflect 9.0612 dividend equivalent rights at $39.73 per RSU credited to the reporting person's account on 01/07/15.
3. As previously reported, on 02/19/13 the reporting person was granted 10,000 RSUs, 3,333 of which vested on each of 02/19/14 and 02/19/15, and 3,334 of which will vest on 02/19/16. 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 26.8492 dividend equivalent rights at $39.73 per RSU credited to the reporting person's account on 01/07/15. The number of derivative securities in column 5 includes 140 vested dividend equivalent rights and a de minimus adjustment of 0.9885 due to fractional rounding of the dividend equivalent rights.
4. As previously reported, on 12/11/13 the reporting person was granted 9,726 RSUs, 3,242 of which will vest on each of 12/11/14, 12/11/15, and 12/11/16. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The 26.1123 dividend equivalent rights being reported reflect 26.1123 dividend equivalent rights at $39.73 per RSU credited to the reporting person's account on 01/07/15.
5. As previously reported, on 05/23/14 the reporting person was granted 12,500 RSUs, 4,166 of which will vest on 05/23/15, and 4,167 of which will vest on each of 05/23/16 and 05/23/17. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The 50.3398 dividend equivalent rights being reported reflect 50.3398 dividend equivalent rights at $39.73 per RSU credited to the reporting person's account on 01/07/15.
6. As previously reported, on 12/10/14 the reporting person was granted 6,692 RSUs, 2,230 of which will vest on 12/10/15, and 2,231 of which will vest on each of 12/10/16 and 12/10/17. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The 26.9499 dividend equivalent rights being reported reflect 26.9499 dividend equivalent rights at $39.73 per RSU credited to the reporting person's account on 01/07/15.
/s/ Katie Colendich as Attorney-in-Fact for Jeff T. Ricci 02/23/2015
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

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