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Form 4 HEWLETT PACKARD CO For: Sep 17 Filed by: KEOGH TRACY S

September 21, 2015 6:40 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)
09/17/2015
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 09/17/2015   M   53,178 A $ 27.57 134,480 D  
Common Stock 09/17/2015   F   27,752 D $ 27.57 106,728 D  
Common Stock 09/17/2015   M   14,333 A $ 27.57 121,061 D  
Common Stock 09/17/2015   F   7,479 D $ 27.57 113,582 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) 09/17/2015   M     19,951 (3)   (2) (3)   (3) Common Stock 19,951 (3) 0 D  
Restricted Stock Units (1) 09/17/2015   M     11,492 (4)   (2) (4)   (4) Common Stock 11,492 (4) 11,492 D  
Restricted Stock Units (1) 09/17/2015   M     8,151 (5)   (2) (5)   (5) Common Stock 8,151 (5) 16,299 D  
Restricted Stock Units (1) 09/17/2015   M     13,584 (6)   (2) (6)   (6) Common Stock 13,584 (6) 40,748 D  
Performance Adjusted Restricted Stock Units (1) 09/17/2015   M     14,333 (7)   (2) (7)   (7) Common Stock 14,333 (7) 15,763 D  
Explanation of Responses:
1. Each restricted stock unit represents a contingent right to receive one share of HP common stock.
2. On 07/29/15 the Issuer announced approved amendments to certain outstanding long-term incentive awards that were originally scheduled to vest between 09/18/15 and 12/31/15, to provide for the accelerated vesting on 09/17/15.
3. 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 vested early on 09/17/15. 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 108.4142 dividend equivalent rights at $30.52 per RSU credited to the reporting person's account on 07/01/15. The number of derivative securities in column 5 includes 1,151 vested dividend equivalent rights and a de minimus adjustment of 0.7419 due to fractional rounding of the dividend equivalent rights.
4. 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 vested early on 09/17/15, 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 number of derivative securities beneficially owned immediately prior to the transaction being reported includes 128.1997 dividend equivalent rights at $30.52 per RSU credited to the reporting person's account on 07/01/15. The number of derivative securities in column 5 includes 377 vested dividend equivalent rights and a de minimus adjustment of 0.5948 due to fractional rounding of the dividend equivalent rights.
5. As previously reported, on 12/10/14 the reporting person was granted 24,090 RSUs, 8,030 of which vested early on 09/17/15, and 8,030 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 number of derivative securities beneficially owned immediately prior to the transaction being reported includes 138.9201 dividend equivalent rights at $30.52 per RSU credited to the reporting person's account on 07/01/15. The number of derivative securities in column 5 includes 121 vested dividend equivalent rights and a de minimus adjustment of 0.8819 due to fractional rounding of the dividend equivalent rights.
6. As previously reported, on 12/10/14 the reporting person was granted 53,533 RSUs, 13,383 of which vested early on 09/17/15, 13,383 of which will vest on each of 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 number of derivative securities beneficially owned immediately prior to the transaction being reported includes 308.7093 dividend equivalent rights at $30.52 per RSU credited to the reporting person's account on 07/01/15. The number of derivative securities in column 5 includes 201 vested dividend equivalent rights and a de minimus adjustment of 0.9649 due to fractional rounding of the dividend equivalent rights.
7. As previously reported, on 12/11/13 the reporting person was granted 30,096 performance adjusted restricted stock units ("PARSUs"), 50% of which vested early on 09/17/15, and 50% of which will vest on 12/11/16, in each case subject to certain return on invested capital performance conditions and/or relative total stockholder return conditions being met at the time of vesting. Dividend equivalent rights accrue with respect to these PARSUs when and as dividends are paid on HP common stock. The number of derivative securities in column 5 includes 517.0111 vested dividend equivalent rights accrued but not released since the grant date, and a de minimus adjustment of 0.7377 due to fractional rounding of the dividend equivalent rights.
/s/ Katie Colendich as Attorney-in-Fact for Tracy S. Keogh 09/21/2015
** 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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