HP (HPQ) Form 4 HP / Tuan Tran 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^*

Tran Tuan

(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)
Pres Imaging Prtng & Solutions

3. Date of Earliest Transaction (Month/Day/Year)
12/08/2022

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	12/09/2022		S(1)		54,115	D	$28.33(2)	61,465	D
Common Stock								884.605(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 (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	(4)	12/08/2022		A		84,972(5)		(5)	(5)	Common Stock	84,972	(5)	84,972	D
Performance Adjusted Restricted Stock Units	(6)	12/08/2022		A		54,362(7)		(7)	(7)	Common Stock	54,362	(7)	54,362	D
Performance Contingent Stock Options	$28.48	12/08/2022		A		192,418(8)		(8)	12/08/2032	Common Stock	192,418	(8)	192,418	D

Explanation of Responses:

1. The sales reported on this Form 4 were executed pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on 9/29/2022.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $28.23-$28.41, inclusive. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer the full information regarding the number of shares and prices at which the transaction was effected.

3. Includes shares acquired and dividends earned through October 31, 2022 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 12/8/2022, the reporting person was granted 84,972 RSUs, 1/3 of which vest annually over 3 years on the anniversary of 12/7/2022. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock.

6. Each performance adjusted restricted stock unit ("PARSU") represents a contingent right to receive one share of HP common stock.

7. On 12/8/2022, the reporting person was granted 54,362 PARSUs, which will only be earned after certification of financial results as of October 31, 2025, subject to certain earnings per share and relative total stockholder return conditions being met as of that date. Depending on the level of achievement of such goals, the actual number of PARSUs earned can range from 0% to 300% of the target number of PARSUs shown in column 5. Dividend equivalent rights accrue with respect to these PARSUs when and as dividends are paid on HP common stock.

8. On 12/8/2022, the reporting person was granted 192,418 performance contingent stock options, 1/3 of which vest annually over 3 years on the anniversary of the grant date, in each case subject to the satisfaction of certain stock price performance conditions.

Remarks:

	/s/ Rick Hansen as Attorney-in-Fact for Tuan Tran	12/12/2022
	** Signature of Reporting Person	Date
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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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