Form 4 HEWLETT PACKARD CO For: Jun 27 Filed by: LESJAK CATHERINE A

June 29, 2015 5:06 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 ^*

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)
06/27/2015

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	06/27/2015		M		93,096	A	$ 30.53	93,096	D
Common Stock	06/27/2015		F		46,563	D	$ 30.53	46,533	D
Common Stock								306	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)
Restricted Stock Units	⁽¹⁾	06/27/2015		M			93,096 ⁽²⁾	⁽²⁾	⁽²⁾	Common Stock	93,096	⁽²⁾	0	D
Restricted Stock Units	⁽¹⁾	04/01/2015		A		184.8718 ⁽³⁾		⁽³⁾	⁽³⁾	Common Stock	184.8718	⁽³⁾	38,157.4706	D
Restricted Stock Units	⁽¹⁾	04/01/2015		A		208.404 ⁽⁴⁾		⁽⁴⁾	⁽⁴⁾	Common Stock	208.404	⁽⁴⁾	41,899.5359	D
Restricted Stock Units	⁽¹⁾	04/01/2015		A		225.8357 ⁽⁵⁾		⁽⁵⁾	⁽⁵⁾	Common Stock	225.8357	⁽⁵⁾	44,568.6963	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 06/27/11 the reporting person was granted 85,764 restricted stock units ("RSUs") which vested 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 number of derivative securities beneficially owned immediately prior to the transaction being reported includes 438.5503 dividend equivalent rights at $31.29 per RSU credited to the reporting person's account on 04/01/15. The number of derivative securities in column 5 includes 7,332 vested dividend equivalent rights and a de minimus adjustment of 0.3352 due to fractional rounding of the dividend equivalent rights.

3. 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 184.8718 dividend equivalent rights being reported reflect 184.8718 dividend equivalent rights at $31.29 per RSU credited to the reporting person's account on 04/01/15.

4. As previously reported, on 12/11/13 the reporting person was granted 61,134 RSUs, 20,378 of which vested on 12/11/14, and 20,378 of which will vest on each of 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 208.4040 dividend equivalent rights being reported reflect 208.4040 dividend equivalent rights at $31.29 per RSU credited to the reporting person's account on 04/01/15.

5. 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 225.8357 dividend equivalent rights being reported reflect 225.8357 dividend equivalent rights at $31.29 per RSU credited to the reporting person's account on 04/01/15.

	/s/ Katie Colendich as Attorney-in-Fact for Catherine A. Lesjak	06/30/2015
	** 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.
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Form 4 HEWLETT PACKARD CO For: Jun 27 Filed by: LESJAK CATHERINE A

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