Sec Form 4 Filing - Rivera Kim M @ HP INC - 2020-12-07

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 Rivera Kim M 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) President SBM, CLO & Sec (Last) (First) (Middle) HP INC, 1501 PAGE MILL RD 3. Date of Earliest Transaction (MM/DD/YY) 12/07/2020 (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 12/07/2020 M 89,680 ( 1 ) A $ 0 185,006 D Common Stock 12/07/2020 F 44,466 ( 2 ) D $ 23.68 140,540 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 Restricted Stock Units ( 3 ) 12/07/2020 A 88,682 ( 3 ) ( 3 ) Common Stock 88,682 ( 3 ) 86,682 D Performance Adjusted Restricted Stock Units ( 4 ) 12/07/2020 A 55,897 ( 4 ) ( 4 ) Common Stock 55,897 ( 4 ) 55,897 D Performance Contingent Stock Option ( 5 ) 12/07/2020 A 247,901 ( 5 ) ( 5 ) Common Stock 247,901 ( 5 ) 247,901 D Restricted Stock Units ( 6 ) 12/07/2020 M 35,509 ( 6 ) ( 6 ) Common Stock 35,509 ( 6 ) 68,293 D Restricted Stock Units ( 7 ) 12/07/2020 M 31,166 ( 7 ) ( 7 ) Common Stock 31,166 ( 7 ) 29,074 D Restricted Stock Units ( 8 ) 12/07/2020 M 23,005 ( 8 ) ( 8 ) Common Stock 23,005 ( 8 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Rivera Kim M HP INC 1501 PAGE MILL RD PALO ALTO, CA94304 President SBM, CLO & Sec Signatures /s / Ruairidh Ross, Attorney-in-Fact for Rivera Kim M 12/09/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each RSU represents a contingent right to receive one share of HP common stock. ( 2 )44,466 shares were withheld by HP to satisfy tax withholding on vesting of RSUs. ( 3 )On 12/7/2020, the reporting person was granted 88,682 RSUs, one-third of which vest annually over three years on each of 12/7/2021, 12/7/2022 and 12/7/2023. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. ( 4 )On 12/7/2020, the reporting person was granted 55,897 Performance Adjusted Restricted Stock Units ("PARSUs"), 100% of which will only be earned after certification of financial results as of 10/31/23, 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. ( 5 )The performance contingent stock options granted on 12/7/2020 will vest 33.3% on each of the first two anniversaries of the grant date, and 33.4% on the third anniversary, in each case subject to the satisfaction of certain stock price performance conditions being met within five years following the grant date. ( 6 )On 12/6/2019, the reporting person was granted 102,439 RSUs, 34,146 of which vested on 12/7/2020, and of which 34,146 is scheduled to vest on 12/7/2021 and of which 34,147 12/7/2022. 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 1,363 vested dividend equivalent rights. ( 7 )On 12/7/2018, the reporting person was granted 87,222 RSUs, 29,074 which vested on 12/7/2019 and 12/7/2020 and of which 29,074 is expected to vest on 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 2,092 vested dividend equivalent rights. ( 8 )On 12/7/2017, the reporting person was granted 62,947 RSUs, 20,982 of which vested on 12/7/2018 and 12/7/2019 and 20,983 of which vested 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 2,022 vested dividend equivalent rights.

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