Jeff T Ricci Form 4 HEWLETT PACKARD / Jeff T Ricci ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Ricci Jeff T

(Last) (First) (Middle)

C/O HEWLETT-PACKARD COMPANY

3000 HANOVER STREET

(Street)

PALO ALTO CA 94304

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
HEWLETT PACKARD CO [ HPQ ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP, Controller & PAO

3. Date of Earliest Transaction (Month/Day/Year)
09/17/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	09/17/2015		M		8,005	A	$27.57	8,005	D
Common Stock	09/17/2015		F		3,012	D	$27.57	4,993	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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	(1)	09/17/2015		M			2,388(3)	(2)(3)	(3)	Common Stock	2,388	(3)	0	D
Restricted Stock Units	(1)	07/01/2015		A		19.2262(4)		(4)	(4)	Common Stock	19.2262	(4)	3,508.2745	D
Restricted Stock Units	(1)	09/17/2015		M			3,353(5)	(2)(5)	(5)	Common Stock	3,353	(5)	3,351	D
Restricted Stock Units	(1)	07/01/2015		A		48.0598(6)		(6)	(6)	Common Stock	48.0598	(6)	8,536.0598	D
Restricted Stock Units	(1)	09/17/2015		M			2,264(7)	(2)(7)	(7)	Common Stock	2,264	(7)	4,528	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of HP common stock.

2. On 07/29/15 the Issuer announced approved amendments to certain outstanding long-term incentive awards that were originally scheduled to vest between 09/18/15 and 12/31/15, to provide for the accelerated vesting on 09/17/15.

3. As previously reported, on 12/06/12 the reporting person was granted 6,750 restricted stock units ("RSUs"), 2,250 of which vested on each of 12/06/13 and 12/06/14, and 2,250 of which vested early on 09/17/15. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The number of derivative securities beneficially owned immediately prior to the transaction being reported includes 12.9751 dividend equivalent rights at $30.52 per RSU credited to the reporting person's account on 07/01/15. The number of derivative securities in column 5 includes 138 vested dividend equivalent rights and a de minimus adjustment of 0.4584 due to fractional rounding of the dividend equivalent rights.

4. As previously reported, on 02/19/13 the reporting person was granted 10,000 RSUs, 3,333 of which vested on each of 02/19/14 and 02/19/15, and 3,334 of which will vest on 02/19/16. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The 19.2262 dividend equivalent rights being reported reflect 19.2262 dividend equivalent rights at $30.52 per RSU credited to the reporting person's account on 07/01/15.

5. As previously reported, on 12/11/13 the reporting person was granted 9,726 RSUs, 3,242 of which vested on 12/11/14, 3,246 of which vested early on 09/17/15, and 3,242 of which will vest on 12/11/16. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The number of derivative securities beneficially owned immediately prior to the transaction being reported includes 37.3913 dividend equivalent rights at $30.52 per RSU credited to the reporting person's account on 07/01/15. The number of derivative securities in column 5 includes 111 vested dividend equivalent rights and a de minimus adjustment of 0.3408 due to fractional rounding of the dividend equivalent rights.

6. As previously reported, on 05/23/14 the reporting person was granted 12,500 RSUs, 4,166 of which vested on 05/23/15, and 4,167 of which will vest on each of 05/23/16 and 05/23/17. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The 48.0598 dividend equivalent rights being reported reflect 48.0598 dividend equivalent rights at $30.52 per RSU credited to the reporting person's account on 07/01/15.

7. As previously reported, on 12/10/14 the reporting person was granted 6,692 RSUs, 2,230 of which vested early on 09/17/15, and 2,231 of which will vest on each of 12/10/16 and 12/10/17. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The number of derivative securities beneficially owned immediately prior to the transaction being reported includes 38.5908 dividend equivalent rights at $30.52 per RSU credited to the reporting person's account on 07/01/15. The number of derivative securities in column 5 includes 34 vested dividend equivalent rights and a de minimus adjustment of 0.2401 due to fractional rounding of the dividend equivalent rights.

Remarks:

	/s/ Katie Colendich as Attorney-in-Fact for Jeff T. Ricci	09/21/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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