Sec Form 4 Filing - Morgenfeld Todd R @ HEWLETT PACKARD CO - 2014-10-22

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
Morgenfeld Todd R
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, CDCA and Treasurer
(Last) (First) (Middle)
C/O HEWLETT-PACKARD COMPANY, 3000 HANOVER STREET
3. Date of Earliest Transaction (MM/DD/YY)
10/22/2014
(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 10/22/2014 M 43,125 A $ 26.31 59,970 D
Common Stock 10/22/2014 S 43,125 ( 1 ) D $ 34.5804 ( 2 ) 16,845 D
Common Stock 10/22/2014 S 16,845 ( 1 ) D $ 34.6443 ( 3 ) 0 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 (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) $ 26.31 10/22/2014 M 43,125 07/17/2014( 4 ) 07/17/2021( 5 ) Common Stock 43,125 $ 0 129,375 D
Restricted Stock Units ( 6 ) 10/01/2014 A 319.5369 ( 7 ) ( 7 ) ( 7 ) Common Stock 319.5369 ( 7 ) 70,773.5369 D
Restricted Stock Units ( 6 ) 10/01/2014 A 60.9158 ( 8 ) ( 8 ) ( 8 ) Common Stock 60.9158 ( 8 ) 13,402.9148 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Morgenfeld Todd R
C/O HEWLETT-PACKARD COMPANY
3000 HANOVER STREET
PALO ALTO, CA94304
SVP, CDCA and Treasurer
Signatures
/s/ Katie Colendich as Attorney-in-Fact for Todd R. Morgenfeld 10/23/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The stock sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on 10/16/14.
( 2 )The price in Column 4 is a weighted average price. The prices actually paid ranged from $34.52 to $34.73. Upon request, the reporting person will provide to the Issuer, any security holder of the Issuer, or the SEC staff information regarding the number of shares purchased at each price within the range.
( 3 )The price in Column 4 is a weighted average price. The prices actually paid ranged from $34.52 to $34.78. Upon request, the reporting person will provide to the Issuer, any security holder of the Issuer, or the SEC staff information regarding the number of shares purchased at each price within the range.
( 4 )This option became exercisable beginning on this date.
( 5 )This option is no longer exercisable beginning on this date.
( 6 )Each restricted stock unit represents a contingent right to receive one share of HP common stock.
( 7 )As previously reported, on 07/17/13 the reporting person was granted 103,500 restricted stock units ("RSUs"), 34,500 of which vested on 07/17/14, and 34,500 of which will vest on each of 07/17/15 and 07/17/16. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The 319.5369 dividend equivalent rights being reported reflect 319.5369 dividend equvalent rights at $34.55 per RSU credited to the reporting person's account on 10/01/14.
( 8 )As previously reported, on 12/11/13 the reporting person was granted 13,154 RSUs, 4,384 of which will vest on 12/11/14, and 4,385 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 60.9158 dividend equivalent rights being reported reflect 60.9158 dividend equivalent rights at $34.55 per RSU credited to the reporting person's account on 10/01/14.

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