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 *

VEGHTE WILLIAM L
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 and GM EG
(Last)          (First)          (Middle)

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

9/18/2014
(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   9/18/2014     M    27892   A $37.01   175047.5677   (1) D  
 
Common Stock   9/18/2014     F    10703   D $37.01   164344.5677   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     (2) 1/2/2014     A      261.3891   (3)        (3)   (3) Common Stock   261.3891     (3) 19506.3891   D  
 
Restricted Stock Units     (2) 1/2/2014     A      1136.7691   (4)        (4)   (4) Common Stock   1136.7691     (4) 82850.7691   D  
 
Restricted Stock Units     (2) 9/18/2014     M         1179.0168   (5)     (5)   (5) Common Stock   1179.0168     (5) 55782   D  
 
Restricted Stock Units     (2) 1/2/2014     A      953.1721   (6)        (6)   (6) Common Stock   953.1721     (6) 67645.1721   D  
 

Explanation of Responses:
( 1)  The total beneficial ownership includes 11.9970 shares at $28.2971 per share acquired through dividends paid in shares under the HP 2011 Employee Stock Purchase Plan ("ESPP") on 01/03/14, 10.2728 shares at $33.1683 per share acquired through dividends paid in shares under the ESPP on 04/03/14, and 11.0699 shares at $34.0248 per share acquired through dividends paid in shares under the ESPP on 07/03/14 with respect to shares held under the ESPP.
( 2)  Each restricted stock unit represents a contingent right to receive one share of HP common stock.
( 3)  As previously reported, on 12/12/11 the reporting person was granted 54,865 restricted stock units ("RSUs"), 18,288 of which vested on each of 12/12/12 and 12/12/13, and 18,289 of which will vest on 12/12/14. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The 261.3891 dividend equivalent rights being reported reflect 96.0073 dividend equivalent rights at $27.66 per RSU credited to the reporting person's account on 01/02/14, 79.0111 dividend equivalent rights at $33.61 per RSU credited to the reporting person's account on 04/02/14, and 86.3707 dividend equivalent rights at $33.88 per RSU credited to the reporting person's account on 07/02/14.
( 4)  As previously reported, on 12/06/12 the reporting person was granted 119,306 RSUs, 39,768 of which vested on 12/06/13, and 39,769 of which will vest on each of 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 1,136.7691 dividend equivalent rights being reported reflect 417.5314 dividend equivalent rights at $27.66 per RSU credited to the reporting person's account on 01/02/14, 343.6155 dividend equivalent rights at $33.61 per RSU credited to the reporting person's account on 04/02/14, and 375.6222 dividend equivalent rights at $33.88 per RSU credited to the reporting person's account on 07/02/14.
( 5)  As previously reported, on 09/18/13 the reporting person was granted 82,494 RSUs, 27,498 of which vested on 09/18/14, and 27,498 of which will vest on each of 09/18/15 and 09/18/16. 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 433.0488 dividend equivalent rights at $27.66 per RSU credited to the reporting person's account on 01/02/14, 356.3859 dividend equivalent rights at $33.61 per RSU credited to the reporting person's account on 04/02/14, and 389.5821 dividend equivalent rights at $33.88 per RSU credited to the reporting person's account on 07/02/14. The number of derivative securities in column 5 includes 394 vested dividend equivalent rights and a de minimus adjustment of 0.9832.
( 6)  As previously reported, on 12/11/13 the reporting person was granted 66,692 RSUs, 22,230 of which will vest on 12/11/14, and 22,231 of which will vest on each of 12/11/15 and 12/11/16. Dividend equivalent rights accrue with respect to these RSUs when as as dividends are paid on HP common stock. The 953.1721 dividend equivalent rights being reported reflect 350.0968 dividend equivalent rights at $27.66 per RSU credited to the reporting person's account on 01/02/14, 288.1190 dividend equivalent rights at $33.61 per RSU credited to the reporting person's account on 04/02/14, and 314.9563 dividend equivalent rights at $33.88 per RSU credited to the reporting person's account on 07/02/14.

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


EVP and GM EG

Signatures
/s/ Katie Colendich as Attorney-in-Fact for William L. Veghte 9/22/2014
** 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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