Form 4 HEWLETT PACKARD CO For: Jan 15 Filed by: LESJAK CATHERINE A

January 20, 2015 6:34 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 ^*

LESJAK CATHERINE A

(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 & CFO

3. Date of Earliest Transaction (Month/Day/Year)
01/15/2015

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)
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	01/15/2015		M		109,729	A	$ 27.34	109,729 ⁽¹⁾	D
Common Stock	01/15/2015		S		109,729 ⁽³⁾	D	$ 38.5549 ⁽⁴⁾	0	D
Common Stock	01/15/2015		M		506,146	A	$ 13.83	506,146	D
Common Stock	01/15/2015		S		506,146 ⁽³⁾	D	$ 38.5549 ⁽⁴⁾	0	D
Common Stock	01/15/2015		M		83,345	A	$ 26.99	83,345	D
Common Stock	01/15/2015		S		83,345 ⁽³⁾	D	$ 38.5549 ⁽⁴⁾	0	D
Common Stock	01/15/2015		S		76,379	D	$ 38.5549 ⁽⁴⁾	0 ⁽²⁾	I	By Joint Account with Spouse
Common Stock								306 ⁽⁵⁾	I	By Spouse

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)
Employee Stock Option (right to buy)	$ 27.34	01/15/2015		M			109,729	06/20/2014⁽⁶⁾	12/12/2019⁽⁷⁾	Common Stock	109,729	$ 0	109,730	D
Employee Stock Option (right to buy)	$ 13.83	01/15/2015		M			506,146	12/06/2014⁽⁶⁾	12/06/2020⁽⁷⁾	Common Stock	506,146	$ 0	506,147	D
Employee Stock Option (right to buy)	$ 26.99	01/15/2015		M			83,345	12/11/2014⁽⁶⁾	12/11/2021⁽⁷⁾	Common Stock	83,345	$ 0	166,691	D
Restricted Stock Units	⁽⁸⁾	01/07/2015		A		345.3874 ⁽⁹⁾		⁽⁹⁾	⁽⁹⁾	Common Stock	345.3874	⁽⁹⁾	92,657.1145	D
Restricted Stock Units	⁽⁸⁾	01/07/2015		A		145.5988 ⁽¹⁰⁾		⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	145.5988	⁽¹⁰⁾	37,972.5988	D
Restricted Stock Units	⁽⁸⁾	01/07/2015		A		164.1319 ⁽¹¹⁾		⁽¹¹⁾	⁽¹¹⁾	Common Stock	164.1319	⁽¹¹⁾	41,691.1319	D
Restricted Stock Units	⁽⁸⁾	01/07/2015		A		177.8606 ⁽¹²⁾		⁽¹²⁾	⁽¹²⁾	Common Stock	177.8606	⁽¹²⁾	44,342.8606	D

Explanation of Responses:

1. The total direct beneficial ownership reflects a decrease of 76,379 shares due to the transfer of 76,379 shares into a Joint Account with the reporting person's spouse on 01/13/15.

2. The total indirect beneficial ownership reflects an increase of 76,379 shares due to the transfer of 76,379 shares previously reported as being held directly by the reporting person into a Joint Account with the reporting person's spouse on 01/13/15.

3. The sales reported on this Form 4 were effectuated pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on 10/17/14.

4. The price in Column 4 is a weighted average price. The prices actually paid ranged from $38.1800 to $39.6300. Upon request, the reporting person will provide to the Issuer, any security holder of the Issuer, or the SEC staff information regarding the number of shares purchased at each price within the range.

5. There is no reportable change since the last filing. This is a reiteration of holdings only.

6. This option became exercisable beginning on this date.

7. This option is no longer exercisable beginning on this date.

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

9. As previously reported, on 06/27/11 the reporting person was granted 85,764 restricted stock units ("RSUs") which will vest on 06/27/15 subject to acceleration based on certain stock performance conditions. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The 345.3874 dividend equivalent rights being reported reflect 345.3874 dividend equivalent rights at $39.73 per RSU credited to the reporting person's account on 01/07/15.

10. As previously reported, on 12/06/12 the reporting person was granted 108,460 RSUs, 36,153 of which vested on each of 12/06/13 and 12/06/14, and 36,154 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 145.5988 dividend equivalent rights being reported reflect 145.5988 dividend equivalent rights at $39.73 per RSU credited to the reporting person's account on 01/07/15.

11. As previously reported, on 12/11/13 the reporting person was granted 61,134 RSUs, 20,378 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 164.1319 dividend equivalent rights being reported reflect 164.1319 dividend equivalent rights at $39.73 per RSU credited to the reporting person's account on 01/07/15.

12. As previously reported, on 12/10/14 the reporting person was granted 44,165 RSUs, 14,721 of which will vest on 12/10/15, and 14,722 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 177.8606 dividend equivalent rights being reported reflect 177.8606 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 Catherine A. Lesjak	01/20/2015
	** 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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Form 4 HEWLETT PACKARD CO For: Jan 15 Filed by: LESJAK CATHERINE A

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