Sec Form 4 Filing - KEOGH TRACY S @ HP INC - 2019-12-06

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 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 HR Officer (Last) (First) (Middle) 1501 PAGE MILL RD 3. Date of Earliest Transaction (MM/DD/YY) 12/06/2019 (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 12/07/2019 M 69,096 A $ 0 423,798 D Common Stock 12/07/2019 F 34,261 ( 1 ) D $ 20.5 389,537 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 ( 2 ) 12/06/2019 A 109,332 ( 2 ) ( 2 ) Common Stock 109,332 ( 2 ) 109,332 D Restricted Stock Units ( 3 ) 12/06/2019 A 78,049 ( 4 ) ( 4 ) Common Stock 78,049 ( 4 ) 78,049 D Restricted Stock Units ( 3 ) 12/07/2019 M 21,005 ( 5 ) ( 5 ) Common Stock 21,005 ( 5 ) 40,704 D Restricted Stock Units ( 3 ) 12/07/2019 M 22,068 ( 6 ) ( 6 ) Common Stock 22,068 ( 6 ) 20,887 D Restricted Stock Units ( 3 ) 12/07/2019 M 26,023 ( 7 ) ( 7 ) Common Stock 26,023 ( 7 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other KEOGH TRACY S 1501 PAGE MILL RD PALO ALTO, CA94304 Chief HR Officer Signatures /s/ Katie Colendich as Attorney-in-Fact for Tracy S. Keogh 12/10/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )34,261 shares were withheld by HP to satisfy tax withholding on vesting of Restricted Stock Units ("RSUs"). ( 2 )On 12/6/2019, the reporting person was granted 109,332 Performance Adjusted Restricted Stock Units ("PARSUs"), 100% of which will only be earned after certification of financial results as of 10/31/22, subject to certain earnings per share and relative total stockholder return conditions being met as of that date. Dividend equivalent rights accrue with respect to these PARSUs when and as dividends are paid on HP common stock. ( 3 )Each RSU represents a contingent right to receive one share of HP common stock. ( 4 )On 12/6/2019, the reporting person was granted 78,049 RSUs, one-third of which vest annually over three years on each of 12/7/2020, 12/7/2021 and 12/7/2022. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. ( 5 )On 12/7/2018, the reporting person was granted 61,055 RSUs, 20,351 of which vested on 12/7/2019, and 20,352 of which are scheduled to vest on each of 12/7/2020 and 12/7/2021. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The number of derivative securities in column 5 includes 654 vested dividend equivalent rights. ( 6 )On 12/7/2017, the reporting person was granted 62,661 RSUs, 20,887 of which vested on each of 12/7/2018 and 12/7/2019, and 20,887 of which are 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. The number of derivative securities in column 5 includes 1,181 vested dividend equivalent rights. ( 7 )On 12/7/2016, the reporting person was granted 71,827 RSUs, 23,942 of which vested on each of 12/7/2017 and 12/7/2018 and 23,943 of which vested on 12/7/2019. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The number of derivative securities in column 5 includes 2,080 vested dividend equivalent rights.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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