Sec Form 4 Filing - HELMERICH HANS @ HELMERICH & PAYNE INC - 2014-03-14

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person HELMERICH HANS 2. Issuer Name and Ticker or Trading Symbol HELMERICH & PAYNE INC [ HP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 1437 SOUTH BOULDER AVE. 3. Date of Earliest Transaction (MM/DD/YY) 03/14/2014 (Street) TULSA, OK74119 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 03/14/2014 M 100,000 A $ 16.01 893,230 D Common Stock 03/14/2014 F 52,057 D $ 97.17 841,173 D Common Stock 03/14/2014 S 40,000 D $ 97.82 ( 1 ) 801,173 D Common Stock 1,645,915 I Family Trust Common Stock 9,675 I By daughter ( 2 ) Common Stock 37,470 I By spouse ( 2 ) Common Stock 21,481 I 401(k) Plan Common Stock 33,600 I Family Trusts

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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) $ 16.01 03/14/2014 M 100,000 12/01/2005( 3 ) 12/01/2014 Common Stock 100,000 $ 0 80,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other HELMERICH HANS 1437 SOUTH BOULDER AVE. TULSA, OK74119 X Signatures Cara M. Hair, by Power of Attorney for Hans Helmerich 03/17/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The price in this column is the weighted average sale price for the transactions reported. The prices ranged from $97.68 to $97.93. The reporting person will provide upon request by the SEC staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price. ( 2 )The reporting person disclaims beneficial ownership of the shares, and this report should not be deemed an admission that the reporting person is the beneficial owner of the shares for purposes of Section 16 or otherwise. ( 3 )The options were granted under the Helmerich & Payne, Inc. 2000 Stock Incentive Plan on 12/1/2004. The options vested 25% a year over 4 years. The noted date represents the first date options vested.

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).

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