Schell Christoph Form 4 HP / Christoph Schell 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^*

Schell Christoph

(Last) (First) (Middle)

C/O HP INC.

1501 PAGE MILL RD

(Street)

PALO ALTO CA 94304

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/07/2021

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	12/07/2021		M		109,454	A	$0.00	153,906	D
Common Stock	12/07/2021		F		54,269(1)	D	$37.29	99,637	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	(2)	12/07/2021		A		72,942		(3)	(3)	Common Stock	72,942	(3)	72,942	D
Performance Adjusted Restricted Stock Units	(4)	12/07/2021		A		42,137		(4)	(4)	Common Stock	42,137	(4)	42,137	D
Performance Contingent Stock Options	$37.29	12/07/2021		A		193,719		(5)	(5)	Common Stock	193,719	(5)	193,719	D
Restricted Stock Units	(2)	12/07/2021		M			37,594	(6)	(6)	Common Stock	37,594	(6)	73,198	D
Restricted Stock Units	(2)	12/07/2021		M			39,905	(7)	(7)	Common Stock	39,905	(7)	37,399	D
Restricted Stock Units	(2)	12/07/2021		M			31,955	(8)	(8)	Common Stock	31,955	(8)	0.00	D

Explanation of Responses:

1. Shares withheld by HP to satisfy tax withholding upon vesting.

2. Each restricted stock unit ("RSU") represents a contingent right to receive one share of HP common stock.

3. On 12/7/2021, the reporting person was granted 72,942 restricted stock units 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.

4. On 12/7/2021, the reporting person was granted 42,137 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.

5. 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.

6. As previously reported, on 12/7/2020, the reporting person was granted 109,797 RSUs, 36,599 of which vested on 12/7/2021 and 36,599 of which is scheduled to vest on each of 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. The number of derivative securities in column 5 includes 995 vested dividend equivalent rights.

7. As previously reported, on 12/6/2019, the reporting person was granted 112,195 RSUs, 37,398 of which vested on each of 12/7/2020 and 12/7/2021, and 37,399 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 2,507 vested dividend equivalent rights.

8. As previously reported, on 12/7/2018, the reporting person was granted 87,222 RSUs, 29,074 of which vested on each of 12/7/2019, 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 2,881 vested dividend equivalent rights.

Remarks:

	/s/ Rick Hansen as Attorney-in-Fact for Christoph Schell	12/09/2021
	** Signature of Reporting Person	Date
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