Sec Form 4 Filing - Schell Christoph @ 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 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) 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 96,756 ( 1 ) A $ 0 207,583 D Common Stock 12/07/2020 F 47,974 ( 2 ) D $ 23.68 159,609 D Common Stock 12/09/2020 S 48,755 D $ 23.16 ( 3 ) 110,854 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 ( 4 ) 12/07/2020 A 109,797 ( 4 ) ( 4 ) Common Stock 109,797 $ 0 109,797 D Performance Adjusted Restricted Stock Units ( 5 ) 12/07/2020 A 69,206 ( 5 ) ( 5 ) Common Stock 69,206 $ 0 69,206 D Performance Contingent Stock Option $ 23.68 12/07/2020 A 306,925 ( 6 ) ( 6 ) Common Stock 306,925 ( 6 ) 306,925 D Restricted Stock Units ( 7 ) 12/07/2020 M 38,890 ( 7 ) ( 7 ) Common Stock 38,890 $ 0 74,797 D Restricted Stock Units ( 8 ) 12/07/2020 M 31,166 ( 8 ) ( 8 ) Common Stock 31,166 $ 0 29,074 D Restricted Stock Units ( 9 ) 12/07/2020 M 26,700 ( 9 ) ( 9 ) Common Stock 26,700 $ 0 0 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 / Ruairidh Ross, Attorney-in-Fact for SCHELL CHRISTOPH 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 )47,974 shares were withheld by HP to satisfy tax withholding on vesting of RSUs. ( 3 )The sales reported on this Form 4 were executed pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on 09/21/2020. ( 4 )On 12/7/2020, the reporting person was granted 109,797 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. ( 5 )On 12/7/2020, the reporting person was granted 69,206 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. ( 6 )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. ( 7 )On 12/6/2019, the reporting person was granted 112,195 RSUs, 37,398 of which vested on 12/7/2020, and of which 37,398 is scheduled to vest on 12/7/2021 and of which 37,399 is scheduled to vest 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 1,492 vested dividend equivalent rights. ( 8 )On 12/7/2018, the reporting person was granted 87,222 RSUs, 29,074 of which vested on 12/7/2017, 12/7/2018 and 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 2,092 vested dividend equivalent rights. ( 9 )On 12/7/2017, the reporting person was granted 73,057 RSUs, 24,352 of which vested on 12/7/2018 and 12/7/2019 and 24,353 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 2,347 vested dividend equivalent rights.

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

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