Sec Form 4 Filing - Tran Tuan @ HP INC - 2021-12-07

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 Tran Tuan 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) Pres Imaging Prtng & Solutions (Last) (First) (Middle) C/O HP INC., 1501 PAGE MILL RD. 3. Date of Earliest Transaction (MM/DD/YY) 12/07/2021 (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 12/07/2021 M 77,421 A $ 0 171,181 D Common Stock 12/07/2021 F 28,568( 1 ) D $ 37.29 142,761( 2 ) D Common Stock - 401 (k) Plan 14,991.23( 3 ) I By 401 (k) Plan

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 ) 12/07/2021 A 61,679 ( 5 ) ( 5 ) Common Stock 61,679 ( 5 ) 61,679 D Performance Adjusted Restricted Stock Units ( 6 ) 12/07/2021 A 35,630 ( 6 ) ( 6 ) Common Stock 35,630 ( 6 ) 35,630 D Performance Contingent Stock Options $ 37.29 12/07/2021 A 163,807 ( 7 ) ( 7 ) Common Stock 163,807 ( 7 ) 163,807 D Restricted Stock Units ( 4 ) 12/07/2021 M 31,810 ( 8 ) ( 8 ) Common Stock 31,810 ( 8 ) 61,937 D Restricted Stock Units ( 4 ) 12/07/2021 M 31,231 ( 9 ) ( 9 ) Common Stock 31,231 ( 9 ) 29,269 D Restricted Stock Units ( 4 ) 12/07/2021 M 14,380 ( 10 ) ( 10 ) Common Stock 14,380 ( 10 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Tran Tuan C/O HP INC. 1501 PAGE MILL RD. PALO ALTO, CA94304 Pres Imaging Prtng & Solutions Signatures /s/ Rick Hansen as Attorney-in-Fact for Tuan Tran 12/09/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares withheld by HP to satisfy tax withholding upon vesting. ( 2 )Includes 148.453 shares acquired under HP's 2021 employee stock purchase plan on 10/29/2021. ( 3 )Includes shares acquired and dividends earned through December 9, 2021 in the HP Inc. 401(k) Plan. ( 4 )Each restricted stock unit ("RSU") represents a contingent right to receive one share of HP common stock. ( 5 )On 12/7/2021, the reporting person was granted 61,679 RSUs, one-third of which vest annually over three years on each of 12/7/2022, 12/7/2023 and 12/7/2024. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. ( 6 )On 12/7/2021, the reporting person was granted 35,630 performance adjusted restricted stock units ("PARSUs"), 100% of which will only be earned after certification of financial results as of 10/31/2024, 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. ( 7 )The performance contingent stock options granted on 12/7/2021 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. ( 8 )As previously reported, on 12/7/2020, the reporting person was granted 92,905 RSUs, 30,968 of which vested on 12/7/2021, 30,968 of which is scheduled to vest on 12/7/2022 and 30,969 of which is scheduled to vest on 12/7/2023. 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 842 vested dividend equivalent rights. ( 9 )As previously reported, on 12/6/2019, the reporting person was granted 87,805 RSUs, 29,268 of which vested on 12/7/2020 and 12/7/2021, and 29,269 of which is scheduled to vest on 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 1,963 vested dividend equivalent rights. ( 10 )As previously reported, on 12/7/2018, the reporting person was granted 39,250 RSUs, 13,083 of which vested on each of 12/7/2019 and 12/7/2020, and 13,084 of which vested 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 1,296 vested dividend equivalent rights.

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).

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