Sec Form 4 Filing - Murrin James T @ HEWLETT PACKARD CO - 2012-01-30

Insider filing report for Changes in Beneficial Ownership
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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
Murrin James T
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)
SVP, Controller & PAO
(Last) (First) (Middle)
C/O HEWLETT-PACKARD COMPANY, 3000 HANOVER STREET
3. Date of Earliest Transaction (MM/DD/YY)
01/30/2012
(Street)
PALO ALTO, CA94304
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 01/30/2012 M 30,000 A $ 21.75 97,079.2079 D
Common Stock 01/30/2012 S 30,000 D $ 27.28 ( 1 ) 67,079.2079 D
Common Stock 11,747.3038 ( 2 ) I By Fidelity Investments Institutional Services Company, Inc
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) $ 21.75 01/30/2012 M 30,000 01/31/2003( 3 ) 01/31/2012 Common Stock 30,000 $ 0 0 D
Restricted Stock Units ( 4 ) 01/04/2012 A 15.9624 ( 5 ) ( 5 ) Common Stock 15.9624 ( 5 ) 3,599.9624 D
Restricted Stock Units ( 4 ) 01/04/2012 A 35.1615 ( 6 ) ( 6 ) Common Stock 35.1615 ( 6 ) 7,870.1615 D
Restricted Stock Units ( 4 ) 01/04/2012 A 92.3351 ( 7 ) ( 7 ) Common Stock 92.3351 ( 7 ) 20,575.3351 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Murrin James T
C/O HEWLETT-PACKARD COMPANY
3000 HANOVER STREET
PALO ALTO, CA94304
SVP, Controller & PAO
Signatures
/s/ David Ritenour as Attorney-in-Fact for James T. Murrin 01/31/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The sale reported on this Form 4 was effectuated pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 6, 2011.
( 2 )These shares were held indirectly under the Issuer's 401(k) Plan as of 12/30/11. Fidelity Investments Institutional Services Company, Inc. accounts for holdings in the stock fund in units, comprised of stock and cash reserves. The shares reported represent an approximate value based upon the fund balance and market value of Issuer's common stock.
( 3 )This option became exercisable in four annual installments 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 12/10/10 the reporting person was granted 7,081 restricted stock units ("RSUs"), 3,540 of which vested on 12/10/11 and 3,541 of which will vest on 12/10/12. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The 15.9624 dividend equivalent rights being reported reflect 15.9624 dividend equivalent rights at $26.62 per RSU credited to the reporting person's account on 01/04/12.
( 6 )As previously reported, on 08/01/11 the reporting person was granted 10,400 restricted stock units ("RSUs"), 2,600 of which vested on 10/31/11, 5,200 of which will vest on 10/31/12, and 2,600 of which will vest on 04/30/13. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The 35.1615 dividend equivalent rights being reported reflect 35.1615 dividend equivalent rights at $26.62 per RSU credited to the reporting person's account on 01/04/12.
( 7 )As previously reported, on 12/12/11 the reporting person was granted 20,483 restricted stock units ("RSUs"), 6,827 of which will vest on 12/12/12, and 6,828 of which will vest on each of 12/12/13 and 12/12/14. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The 92.3351 dividend equivalent rights being reported reflect 92.3351 dividend equivalent rights at $26.62 per RSU credited to the reporting person's account on 01/04/12.

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