Sec Form 4 Filing - KEOGH TRACY S @ HEWLETT PACKARD CO - 2015-06-02

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
KEOGH TRACY S
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
(Last) (First) (Middle)
C/O HEWLETT-PACKARD COMPANY, 3000 HANOVER STREET
3. Date of Earliest Transaction (MM/DD/YY)
06/02/2015
(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 06/02/2015 M 3,992 A $ 27.34 85,294 D
Common Stock 06/02/2015 S 3,992 D $ 34.0008 ( 1 ) 81,302 D
Common Stock 06/03/2015 M 50,873 A $ 27.34 132,175 D
Common Stock 06/03/2015 S 50,873 D $ 34.0651 ( 2 ) 81,302 D
Common Stock 06/03/2015 M 113,196 A $ 13.83 194,498 D
Common Stock 06/03/2015 S 113,196 D $ 34.0651 ( 2 ) 81,302 D
Common Stock 06/03/2015 M 45,461 A $ 26.99 126,763 D
Common Stock 06/03/2015 S 45,461 D $ 34.0651 ( 2 ) 81,302 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) $ 27.34 06/02/2015 M 3,992 06/20/2014( 3 ) 12/12/2019 Common Stock 3,992 $ 0 105,738 D
Employee Stock Option (Right to Buy) $ 27.34 06/03/2015 M 50,873 06/20/2014( 3 ) 12/12/2019 Common Stock 50,873 $ 0 54,865 D
Employee Stock Option (Right to Buy) $ 13.83 06/03/2015 M 113,196 12/06/2014( 3 ) 12/06/2020 Common Stock 113,196 $ 0 263,196 D
Employee Stock Option (Right to Buy) $ 26.99 06/03/2015 M 45,461 12/11/2014( 3 ) 12/11/2021 Common Stock 45,461 $ 0 90,923 D
Restricted Stock Units ( 4 ) 01/07/2015 A 171.8439 ( 5 ) ( 5 ) ( 5 ) Common Stock 171.8439 ( 5 ) 19,841.8439 D
Restricted Stock Units ( 4 ) 01/07/2015 A 203.2055 ( 6 ) ( 6 ) ( 6 ) Common Stock 203.2055 ( 6 ) 22,855.2055 D
Restricted Stock Units ( 4 ) 01/07/2015 A 220.198 ( 7 ) ( 7 ) ( 7 ) Common Stock 220.198 ( 7 ) 24,310.198 D
Restricted Stock Units ( 4 ) 01/07/2015 A 489.3258 ( 8 ) ( 8 ) ( 8 ) Common Stock 489.3258 ( 8 ) 54,022.3258 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
KEOGH TRACY S
C/O HEWLETT-PACKARD COMPANY
3000 HANOVER STREET
PALO ALTO, CA94304
EVP HR
Signatures
/s/ Katie Colendich as Attorney-in-Fact for Tracy S. Keogh 06/04/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The price in Column 4 is a weighted average price. The prices actually paid ranged from $34.00 to $34.0050. Upon request, the reporting person will provide to the Issuer, any security holder of the Issuer, or the SEC staffinformation regarding the number of shares purchased at each price within the range.
( 2 )The price in Column 4 is a weighted average price. The prices actually paid ranged from $34.00 to $34.1650. Upon request, the reporting person will provide to the Issuer, any security holder of the Issuer, or the SEC staffinformation regarding the number of shares purchased at each price within the range.
( 3 )The option became exercisable 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 12/06/12 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 will vest on 12/06/15. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The 171.8439 dividends being reported reflect 75.7110 dividends at $39.73 per share deferred on 01/07/15; and 96.1329 dividends at $31.29 per share deferred on 04/01/15.
( 6 )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 will vest on 12/11/15, 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 203.2055 dividends being reported reflect 89.5283 dividends at $39.73 per share deferred on 01/07/15; and 113.6772 dividends at $31.29 per share deferred on 04/01/15.
( 7 )As previously reported, on 12/10/14 the reporting person was granted 24,090 RSUs, 8,030 of which will vest on each of 12/10/15, 12/10/16 and 12/10/17. Dividend equivalent rights accrue with respect to these RSUswhen and as dividends are paid on HP common stock. The 220.1980 dividends being reported reflect 97.0149 dividends at $39.73 per share deferred on 01/07/15; and 123.1831 dividends at $31.29 per share deferred on 04/01/15.
( 8 )As previously reported, on 12/10/14 the reporting person was granted 53,533 RSUs, 13,383 of which will vest on each of 12/10/15, 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 489.3258 dividends being reported reflect 215.5872 dividends at $39.73 per share deferred on 01/07/15; and 273.7386 dividends at $31.29 per share deferred on 04/01/15.

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