Sec Form 3 Filing - Schell Christoph @ HP INC - 2019-11-01

FORM 3 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 Schell Christoph 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 Commercial Officer (Last) (First) (Middle) C/O HP INC., 1501 PAGE MILL RD 3. Date of Earliest Transaction (MM/DD/YY) 11/01/2019 (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 59,785 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 Performance Adjusted Restricted Stock Units $ 0 12/07/2016( 1 ) 10/31/2019( 1 ) Common Stock 110,530 ( 1 ) D Performance Adjusted Restricted Stock Units $ 0 12/07/2017( 2 ) 10/31/2020( 2 ) Common Stock 102,771 ( 2 ) D Performance Adjusted Restricted Stock Units $ 0 12/07/2018( 3 ) 10/31/2021( 3 ) Common Stock 120,262 ( 3 ) D Restricted Stock Units $ 0 12/07/2017( 4 ) 12/07/2019( 4 ) Common Stock 26,832 ( 4 ) D Restricted Stock Units $ 0 12/07/2018( 5 ) 12/07/2020( 5 ) Common Stock 48,705 ( 5 ) D Restricted Stock Units $ 0 05/04/2019( 6 ) 05/04/2021( 6 ) Common Stock 153,752 ( 6 ) D Restricted Stock Units $ 0 12/07/2019( 7 ) 12/07/2021( 7 ) Common Stock 87,222 ( 7 ) D Restricted Stock Units $ 0 07/25/2022( 8 ) 07/25/2022( 8 ) Common Stock 468,823 ( 8 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Schell Christoph C/O HP INC. 1501 PAGE MILL RD PALO ALTO, CA94304 Chief Commercial Officer Signatures /s/ Katie Colendich as Attorney-in-Fact for Christoph Schell 11/12/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On 12/7/2016, the reporting person was granted 110,530 Performance Adjusted Restricted Stock Units ("PARSUs"), 50% of were earned based upon certain relative total stockholder return conditions being met as of 10/31/2018 and 10/31/2019, and 50% of which were earned based upon certain earnings per share conditions being met as of 10/31/2017, 10/31/2018 and 10/31/2019. 27,534 shares were earned and vested under this award on 10/31/2018, 55,671 shares were earned and vested under this award on 11/26/2018, and the remaining earned units will vest in November 2019. Dividend equivalent rights accrue with respect to these PARSUs when and as dividends are paid on HP common stock. ( 2 )On 12/7/2017, the reporting person was granted 102,771 PARSUs, 50% of which are earned based upon certain relative total stockholder return conditions being met as of 10/31/2019 and 10/31/2020, and 50% of which are earned based upon certain earnings per share conditions being met as of 10/31/2018, 10/31/2019 and 10/31/2020. A portion of the earned units will vest in each of November 2019 and November 2020. Dividend equivalent rights accrue with respect to these PARSUs when and as dividends are paid on HP common stock. ( 3 )On 12/7/2018, the reporting person was granted 120,262 PARSUs, 50% of which are earned based upon certain relative total stockholder return conditions being met as of 10/31/2020 and 10/31/2021, and 50% of which are earned based upon certain earnings per share conditions being met as of 10/31/2019, 10/31/2020 and 10/31/2021. A portion of the earned units will vest in each of November 2020 and November 2021. Dividend equivalent rights accrue with respect to these PARSUs when and as dividends are paid on HP common stock. ( 4 )On 12/7/2016, the reporting person was granted 80,495 restricted stock units ("RSUs"), 26,831 of which vested on 12/7/2017, 26,832 of which vested on 12/7/2018 and 26,832 of which are scheduled to vest on 12/7/2019. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. ( 5 )On 12/7/2017, the reporting person was granted 73,057 RSUs, 24,352 of which vested on 12/7/2018, 24,352 of which is scheduled to vest on 12/7/2019 and 24,353 of which is scheduled to vest on 12/7/2020. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. ( 6 )On 5/4/2018, the reporting person was granted 230,627 RSUs, 76,875 of which vested on 5/4/2019, 76,876 of which are scheduled to vest on 5/4/2020 and 76,876 of which are scheduled to vest on 5/4/2021. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. ( 7 )On 12/7/2018, the reporting person was granted 87,222 RSUs, 1/3 of which vests annually over 3 years. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. ( 8 )On 7/25/2019, the reporting person was granted 468,823 RSUs, all of which are scheduled to vest on 7/25/2022.

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