Sec Form 4 Filing - FLAXMAN JON E @ HP INC - 2017-11-28

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 FLAXMAN JON E 2. Issuer Name and Ticker or Trading Symbol HP INC [ HPQ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Operating Officer (Last) (First) (Middle) 1501 PAGE MILL RD, C/O HP 3. Date of Earliest Transaction (MM/DD/YY) 11/28/2017 (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 11/28/2017 M 156,976 A $ 12.47 243,096 D Common Stock 11/28/2017 M 36,753 A $ 12.49 279,849 D Common Stock 11/28/2017 M 43,239 A $ 6.4 323,088 D Common Stock 11/28/2017 S 271,968 ( 1 ) D $ 21.3441 ( 2 ) 51,120 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 Non-Qualified Employee Stock Options (right to buy) $ 12.47 11/28/2017 M 156,976 ( 3 ) ( 4 ) 10/30/2017( 5 ) 10/29/2023( 6 ) Common Stock 156,976 $ 0 313,952 D Non-Qualified Employee Stock Options (right to buy) $ 12.49 11/28/2017 M 36,753 ( 7 ) 12/11/2016( 5 ) 12/10/2021( 6 ) Common Stock 36,753 $ 0 0 D Non-Qualified Employee Stock Options (right to buy) $ 6.4 11/28/2017 M 43,239 ( 8 ) 12/06/2015( 5 ) 12/05/2020( 6 ) Common Stock 43,239 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other FLAXMAN JON E 1501 PAGE MILL RD C/O HP PALO ALTO, CA94304 Chief Operating Officer Signatures /s/ Katie Colendich as Attorney-in-Fact for Jon Flaxman 11/30/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )35,000 shares were sold pursuant to a 10b5-1 plan adopted by the reporting person on 12/20/2016 and 236,968 shares were sold pursuant to a 10b5-1 plan adopted by the reporting person on 9/29/2017. ( 2 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $21.16-$21.48, inclusive. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. ( 3 )The share amounts reported reflect the conversion of the awards upon the distribution of the Hewlett Packard Enterprise shares on November 1, 2015. ( 4 )On October 30, 2015, the reporting person was granted performance contingent options to purchase a total of 470,928 shares.The stock options vest 1/3 annually on each of the anniversaries of the grant date, in each case subject to the satisfaction of certain stock price performance conditions being met within five years following the grant date. ( 5 )This option became exercisable beginning on this date. ( 6 )This option is no longer exercisable following this date. ( 7 )On December 11, 2013, the reporting person was granted an option to purchase a total of 110,259 shares (post conversion), vesting in three equal annual installments beginning on the first anniversary of the grant date. ( 8 )On December 6, 2012, the reporting person was granted an option to purchase a total of 129,717 shares (post conversion), vesting in three equal annual installments beginning on the first anniversary of the grant 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).

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