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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

SCHULTZ JOHN F
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)
EVP, GC & SEC
(Last)          (First)          (Middle)

C/O HEWLETT-PACKARD COMPANY, 3000 HANOVER STREET
3. Date of Earliest Transaction (MM/DD/YYYY)

10/10/2013
(Street)

PALO ALTO, CA 94304
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   10/10/2013     S    6000   D $23.25   (2) 27932.5374   (1) D  
 

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 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     (3) 10/2/2013     A      13.5701         (4)   (4) Common Stock   13.5701     (4) 2128.729   D  
 
Restricted Stock Units     (3) 10/2/2013     A      67.8505         (5)   (5) Common Stock   67.8505     (5) 10523.6446   D  
 
Restricted Stock Units     (3) 10/2/2013     A      54.2804         (6)   (6) Common Stock   54.2804     (6) 8341.4123   D  
 
Restricted Stock Units     (3) 10/2/2013     A      441.5437         (7)   (7) Common Stock   441.5437     (7) 66856.7694   D  
 

Explanation of Responses:
( 1)  The total beneficial ownership includes 8.8335 shares at $21.0314 per share acquired through dividends paid in shares on 10/03/13 under the HP 2011 Employee Stock Purchase Plan ("ESPP"). The total beneficial ownership also includes the acquisition of 3.4880 shares at $21.4373 per share received on 10/03/13 through dividends paid in shares.
( 2)  The stock sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on 08/30/13.
( 3)  Each restricted stock unit represents a contingent right to receive one share of HP common stock.
( 4)  As previously reported, on 12/10/10 the reporting person was granted 6,000 restricted stock units ("RSUs"), 2,000 of which vested on each of 12/10/11 and 12/10/12, and 2,000 of which will vest on 12/10/13. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The 13.5701 dividend equivalent rights being reported reflect 13.5701 dividend equivalent rights at $21.40 per RSU credited to the reporting person's account on 10/02/13.
( 5)  As previously reported, on 12/07/11 the reporting person was granted 15,000 restricted stock units ("RSUs"), 5,000 of which vested on 12/07/12, and 5,000 of which will vest on each of 12/07/13 and 12/07/14. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The 67.8505 dividend equivalent rights being reported reflect 67.8505 dividend equivalent rights at $21.40 per RSU credited to the reporting person's account on 10/02/13.
( 6)  As previously reported, on 05/16/12 the reporting person was granted 12,000 restricted stock units ("RSUs"), 4,000 of which vested on 05/16/13, and 4,000 of which will vest on each of 05/16/14 and 05/16/15. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The 54.2804 dividend equivalent rights being reported reflect 54.2804 dividend equivalent rights at $21.40 per RSU credited to the reporting person's account on 10/02/13.
( 7)  As previously reported, on 12/06/12 the reporting person was granted 65,076 restricted stock units ("RSUs"), 21,692 of which will vest on each of 12/06/13, 12/06/14, and 12/06/15. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The 441.5437 dividend equivalent rights being reported reflect 441.5437 dividend equivalent rights at $21.40 per RSU credited to the reporting person's account on 10/02/13.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
SCHULTZ JOHN F
C/O HEWLETT-PACKARD COMPANY
3000 HANOVER STREET
PALO ALTO, CA 94304


EVP, GC & SEC

Signatures
/s/ David Ritenour as Attorney-in-Fact for John F. Schultz 10/15/2013
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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