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Form 4 HEWLETT PACKARD CO For: Sep 17 Filed by: Nefkens Michael G

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 *
Nefkens Michael G
(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, Enterprise Services
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   40,183 A $ 27.57 40,595.186 (1) (2) D  
Common Stock 09/17/2015   F   20,971 D $ 27.57 19,624.186 D  
Common Stock 09/17/2015   M   22,932 A $ 27.57 42,556.186 D  
Common Stock 09/17/2015   F   11,966 D $ 27.57 30,590.186 D  
Common Stock               88,243 (3) I By Michael Nefkens Trust 02/27/09
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 (4) 04/01/2015   A   221.2808 (6)     (5) (6)   (6) Common Stock 221.2808 (6) 21,403.2808 D  
Restricted Stock Units (4) 09/17/2015   M     18,388 (7)   (5) (7)   (7) Common Stock 18,388 (7) 18,386 D  
Restricted Stock Units (4) 09/17/2015   M     8,212 (8)   (5) (8)   (8) Common Stock 8,212 (8) 0 D  
Restricted Stock Units (4) 09/17/2015   M     13,583 (9)   (5) (9)   (9) Common Stock 13,583 (9) 27,166 D  
Performance Adjusted Restricted Stock Units (4) 09/17/2015   M     22,932 (10)   (5) (10)   (10) Common Stock 22,932 (10) 25,221 D  
Explanation of Responses:
1. The total beneficial ownership includes 1.4566 shares at $31.6153 per share acquired through dividends paid in shares on 04/02/15 under the HP 2011 Employee Stock Purchase Plan ("ESPP") with respect to shares held under the ESPP, and a de minimus adjustment of 0.0036 due to fractional rounding of the dividends paid in shares under the ESPP. The total beneficial ownership also includes the acquisition of 0.0380 shares at $31.7498 per share received on 04/01/15 through dividends paid in shares, and 0.04300 shares at $30.23 per share received on 07/01/15 through dividends paid in shares.
2. The total direct beneficial ownership reflects a decrease of 28,698 shares due to the transfer of 28,698 shares previously reported as being held directly by the reporting person into his trust on 03/06/15.
3. The total indirect beneficial ownership reflects an increase of 28,698 shares due to the transfer of 28,698 shares previously reported as being held directly by the reporting person into his trust on 03/06/15.
4. Each restricted stock unit represents a contingent right to receive one share of HP common stock.
5. 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.
6. As previously reported, on 01/16/13 the reporting person was granted 61,012 restricted stock units ("RSUs"), 20,337 of which vested on 01/16/14 and 01/16/15, and 20,338 of which will vest on 01/16/16. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The 221.2808 dividend equivalent rights being reported reflect 103.9974 dividend equivalent rights at $31.29 per RSU credited to the reporting person's account on 04/01/15, and 117.2834 dividend equivalent rights at $30.52 per RSU credited to the reporting person's account on 07/01/15.
7. As previously reported, on 12/11/13 the reporting person was granted 53,354 RSUs, 17,784 of which vested on 12/11/14, 17,785 of which vested early on 09/17/15, and 17,785 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 181.8856 dividend equivalent rights at $31.29 per RSU credited to the reporting person's account on 04/01/15 and 205.1219 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 603 vested dividend equivalent rights and a de minimus adjustment of 0.7456 due to fractional rounding of the dividend equivalent rights.
8. As previously reported, on 12/11/13 the reporting person was granted 15,886 RSUs, 7,943 of which vested on 12/11/14 and 7,943 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 40.6162 dividend equivalent rights at $31.29 per RSU credited to the reporting person's account on 04/01/15 and 45.8050 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 269 vested dividend equivalent rights and a de minimus adjustment of 0.5909 due to fractional rounding of the dividend equivalent rights.
9. As previously reported, on 12/10/14 the reporting person was granted 40,150 RSUs, 13,383 of which vested early on 09/17/15, 13,383 of which will vest on 12/10/16, and 13,384 of which will vest on 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 205.3052 dividend equivalent rights at $31.29 per RSU credited to the reporting person's account on 04/01/15 and 231.5334 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 200 vested dividend equivalent rights and a de minimus adjustment of 0.4700 due to fractional rounding of the dividend equivalent rights.
10. As previously reported, on 12/11/13 the reporting person was granted 48,153 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 827.7972 vested dividend equivalent rights accrued but not released since the grant date, and a de minimus adjustment of 0.5835 due to fractional rounding of the dividend equivalent rights.
/s/ Katie Colendich as Attorney-in-Fact for Michael G. Nefkens 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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