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Form 4 HEWLETT PACKARD CO For: Jun 02 Filed by: KEOGH TRACY S

June 4, 2015 4:49 PM EDT
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 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)
EVP HR
3. Date of Earliest Transaction (Month/Day/Year)
06/02/2015
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 06/02/2015   M   3,992 A $ 27.34 85,294 D  
Common Stock 06/02/2015   S   3,992 D $ 34.0008 (1) 81,302 D  
Common Stock 06/03/2015   M   50,873 A $ 27.34 132,175 D  
Common Stock 06/03/2015   S   50,873 D $ 34.0651 (2) 81,302 D  
Common Stock 06/03/2015   M   113,196 A $ 13.83 194,498 D  
Common Stock 06/03/2015   S   113,196 D $ 34.0651 (2) 81,302 D  
Common Stock 06/03/2015   M   45,461 A $ 26.99 126,763 D  
Common Stock 06/03/2015   S   45,461 D $ 34.0651 (2) 81,302 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
Employee Stock Option (Right to Buy) $ 27.34 06/02/2015   M     3,992 06/20/2014 (3) 12/12/2019 Common Stock 3,992 $ 0 105,738 D  
Employee Stock Option (Right to Buy) $ 27.34 06/03/2015   M     50,873 06/20/2014 (3) 12/12/2019 Common Stock 50,873 $ 0 54,865 D  
Employee Stock Option (Right to Buy) $ 13.83 06/03/2015   M     113,196 12/06/2014 (3) 12/06/2020 Common Stock 113,196 $ 0 263,196 D  
Employee Stock Option (Right to Buy) $ 26.99 06/03/2015   M     45,461 12/11/2014 (3) 12/11/2021 Common Stock 45,461 $ 0 90,923 D  
Restricted Stock Units (4) 01/07/2015   A   171.8439 (5)     (5)   (5) Common Stock 171.8439 (5) 19,841.8439 D  
Restricted Stock Units (4) 01/07/2015   A   203.2055 (6)     (6)   (6) Common Stock 203.2055 (6) 22,855.2055 D  
Restricted Stock Units (4) 01/07/2015   A   220.198 (7)     (7)   (7) Common Stock 220.198 (7) 24,310.198 D  
Restricted Stock Units (4) 01/07/2015   A   489.3258 (8)     (8)   (8) Common Stock 489.3258 (8) 54,022.3258 D  
Explanation of Responses:
1. The price in Column 4 is a weighted average price. The prices actually paid ranged from $34.00 to $34.0050. 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.
2. The price in Column 4 is a weighted average price. The prices actually paid ranged from $34.00 to $34.1650. 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.
3. The option became exercisable 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 12/06/12 the reporting person was granted 56,400 restricted stock units ("RSUs"), 18,800 of which vested on each of 12/06/13 and 12/06/14, and 18,800 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 171.8439 dividends being reported reflect 75.7110 dividends at $39.73 per share deferred on 01/07/15; and 96.1329 dividends at $31.29 per share deferred on 04/01/15.
6. As previously reported, on 12/11/13 the reporting person was granted 33,346 RSUs, 11,115 of which vested on 12/11/14, 11,115 of which will vest on 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 203.2055 dividends being reported reflect 89.5283 dividends at $39.73 per share deferred on 01/07/15; and 113.6772 dividends at $31.29 per share deferred on 04/01/15.
7. As previously reported, on 12/10/14 the reporting person was granted 24,090 RSUs, 8,030 of which will vest on each of 12/10/15, 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 220.1980 dividends being reported reflect 97.0149 dividends at $39.73 per share deferred on 01/07/15; and 123.1831 dividends at $31.29 per share deferred on 04/01/15.
8. As previously reported, on 12/10/14 the reporting person was granted 53,533 RSUs, 13,383 of which will vest on each of 12/10/15, 12/10/16 and 12/10/17, and 13,384 of which will vest on 12/10/18. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The 489.3258 dividends being reported reflect 215.5872 dividends at $39.73 per share deferred on 01/07/15; and 273.7386 dividends at $31.29 per share deferred on 04/01/15.
/s/ Katie Colendich as Attorney-in-Fact for Tracy S. Keogh 06/04/2015
** 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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