Form 4 HEWLETT PACKARD CO For: Nov 25 Filed by: KEOGH TRACY S

November 28, 2014 4:01 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

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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)
11/25/2014

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	11/25/2014		A		39,834 ⁽¹⁾	A	$ 0	102,543	D
Common Stock	11/25/2014		F		17,036	D	$ 37.63	85,507	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	⁽²⁾	01/02/2014		A		173.0519 ⁽³⁾		⁽³⁾	⁽³⁾	Common Stock	173.0519	⁽³⁾	9,795.0519	D
Restricted Stock Units	⁽²⁾	01/02/2014		A		397.9911 ⁽⁴⁾		⁽⁴⁾	⁽⁴⁾	Common Stock	397.9911	⁽⁴⁾	22,531.9911	D
Restricted Stock Units	⁽²⁾	01/02/2014		A		711.5094 ⁽⁵⁾		⁽⁵⁾	⁽⁵⁾	Common Stock	711.5094	⁽⁵⁾	39,340.5094	D
Restricted Stock Units	⁽²⁾	01/02/2014		A		631.0104 ⁽⁶⁾		⁽⁶⁾	⁽⁶⁾	Common Stock	631.0104	⁽⁶⁾	33,977.0104	D

Explanation of Responses:

1. Reflects shares released on 11/25/14 in connection with the vesting of performance-based restricted stock units granted to the reporting person on 12/12/11.

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

3. As previously reported, on 12/12/11 the reporting person was granted 27,433 restricted stock units ("RSUs"), 9,144 of which vested on each of 12/12/12 and 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 173.0519 dividend equivalent rights being reported reflect 48.0063 dividend equivalent rights at $27.66 per RSU credited to the reporting person's account on 01/02/14, 39.5077 dividend equivalent rights at $33.61 per RSU credited to the reporting person's account on 04/02/14, 43.1877 dividend equivalent rights at $33.88 per RSU credited to the reporting person's account on 07/02/14, and 42.3502 dividend equivalent rights at $34.55 per RSU credited to the reporting person's account on 10/01/14.

4. As previously reported, on 12/12/11 the reporting person was granted 63,095 RSUs, 21,031 of which vested on 12/12/12, 21,032 of which vested on 12/12/13, and 21,032 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 397.9911 dividend equivalent rights being reported reflect 110.4066 dividend equivalent rights at $27.66 per RSU credited to the reporting person's account on 01/02/14, 90.8612 dividend equivalent rights at $33.61 per RSU credited to the reporting person's account on 04/02/14, 99.3247 dividend equivalent rights at $33.88 per RSU credited to the reporting person's account on 07/02/14, and 97.3986 dividend equivalent rights at $34.55 per RSU credited to the reporting person's account on 10/01/14.

5. As previously reported, on 12/06/12 the reporting person was granted 56,400 RSUs, 18,800 of which vested on 12/06/13, and 18,800 of which will vest on each of 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 711.5094 dividend equivalent rights being reported reflect 197.3796 dividend equivalent rights at $27.66 per RSU credited to the reporting person's account on 01/02/14, 162.4374 dividend equivalent rights at $33.61 per RSU credited to the reporting person's account on 04/02/14, 177.5679 dividend equivalent rights at $33.88 per RSU credited to the reporting person's account on 07/02/14, and 174.1245 dividend equivalent rights at $34.55 per RSU credited to the reporting person's account on 10/01/14.

6. As previously reported, on 12/11/13 the reporting person was granted 33,346 RSUs, 11,115 of which will vest on each of 12/11/14 and 12/11/15, and 11,116 of which will vest on 12/11/16. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The 631.0104 dividend equivalent rights being reported reflect 175.0484 dividend equivalent rights at $27.66 per RSU credited to the reporting person's account on 01/02/14, 144.0595 dividend equivalent rights at $33.61 per RSU credited to the reporting person's account on 04/02/14, 157.4782 dividend equivalent rights at $33.88 per RSU credited to the reporting person's account on 07/02/14, and 154.4243 dividend equivalent rights at $34.55 per RSU credited to the reporting person's account on 10/01/14.

	/s/ Katie Colendich as Attorney-in-Fact for Tracy S. Keogh	11/28/2014
	** 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.

Exhibit 24

�

POWER OF ATTORNEY

�

�� Know all by these presents that the undersigned hereby constitutes and appoints John F. Schultz, Rishi Varma, David Ritenour and Katie Colendich, and each of them, signing singly, her true and lawful attorney-in-fact to:

�

�	(1)	execute for and on behalf of the undersigned, in the undersigned's capacity as an executive officer or director of Hewlett-Packard Company ("HP"), any Forms 3, 4 and 5 or� any amendments thereto, in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules thereunder; �
�	(2)	do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete the execution of any such Forms 3, 4 or� 5 and any amendments thereto and the timely filing of such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and �
�	(3)	take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned, pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his or her discretion.

�

�� The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as such attorney-in-fact might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or his or her substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.� The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is HP assuming, any of the undersigned's responsibilities to comply with Section 16 of the Exchange Act.

�

�� This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by HP, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

�

�� The undersigned understands and acknowledges that the Securities and Exchange Commission requires any electronic requests for a Form ID and/or Passphrase be authenticated. The undersigned hereby confirms the authenticity of any such electronic request submitted for a Form ID and/or Passphrase, or any update thereto, by any of the foregoing attorneys-in-fact on or after the date hereof.

�

�� IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 28th day of March, 2014.

�

�� /S/ TRACY S. KEOGH��

�� Tracy S. Keogh

�

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Form 4 HEWLETT PACKARD CO For: Nov 25 Filed by: KEOGH TRACY S

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