Statement of Changes in Beneficial Ownership (4)
28 November 2014 - 10:03PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
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1. Name and Address of Reporting Person
*
SCHULTZ JOHN F
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2. Issuer Name
and
Ticker or Trading Symbol
HEWLETT PACKARD CO
[
HPQ
]
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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
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(Last)
(First)
(Middle)
C/O HEWLETT-PACKARD COMPANY, 3000 HANOVER STREET
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3. Date of Earliest Transaction
(MM/DD/YYYY)
11/25/2014
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(Street)
PALO ALTO, CA 94304
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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11/25/2014
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A
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23824
(1)
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A
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$0
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55063.7242
(2)
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D
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Common Stock
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11/25/2014
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F
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10271
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D
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$37.63
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44792.7242
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Restricted Stock Units
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(3)
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7/2/2014
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A
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46.7676
(4)
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(4)
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(4)
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Common Stock
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46.7676
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(4)
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5354.6156
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D
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Restricted Stock Units
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(3)
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7/2/2014
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A
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37.4141
(5)
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(5)
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(5)
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Common Stock
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37.4141
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(5)
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4245.4141
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D
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Restricted Stock Units
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(3)
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7/2/2014
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A
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405.7931
(6)
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(6)
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(6)
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Common Stock
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405.7931
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(6)
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45391.9607
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D
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Restricted Stock Units
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(3)
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7/2/2014
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A
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311.9025
(7)
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(7)
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(7)
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Common Stock
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311.9025
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(7)
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33977.0104
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D
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Explanation of Responses:
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(
1)
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Reflects shares released on 11/25/14 in connection with the vesting of performance-based restricted stock units granted to the reporting person on 05/16/12.
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(
2)
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The total beneficial ownership includes 212.7055 shares at $34.0860 per share acquired under the HP 2011 Employee Stock Ownership Plan ("ESPP") on 10/31/14 with respect to shares held under the ESPP, and 8.6372 shares at $34.0248 per share acquired through dividends paid in shares on 07/03/14, and 8.6018 shares at $34.3252 per share acquired through dividends paid in shares on 10/02/14 with respect to shares held under the ESPP. The total beneficial ownership also includes the acquisition of 2.4650 shares at $34.1095 per share received on 07/02/14 through dividends paid in shares, and 2.4070 shares at $35.0956 per share received on 10/01/14 through dividends paid in shares.
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(
3)
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Each restricted stock unit represents a contingent right to receive one share of HP common stock.
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(
4)
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As previously reported, on 12/07/11 the reporting person was granted 15,000 restricted stock units ("RSUs"), 5,000 of which vested on each of 12/07/12 and 12/07/13, and 5,000 of which will vest on 12/07/14. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The 46.7676 dividend equivalent rights being reported reflect 23.6128 dividend equivalent rights at $33.88 per RSU credited to the reporting person's account on 07/02/14, and 23.1548 dividend equivalent rights at $34.55 per RSU credited to the reporting person's account on 10/01/14.
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(
5)
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As previously reported, on 05/16/12 the reporting person was granted 12,000 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 37.4141 dividend equivalent rights being reported reflect 18.8902 dividend equivalent rights at $33.88 per RSU credited to the reporting person's account on 07/02/14, and 18.5239 dividend equivalent rights at $34.55 per RSU credited to the reporting person's account on 10/01/14.
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(
6)
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As previously reported, on 12/06/12 the reporting person was granted 65,076 RSUs, 21,692 of which vested on 12/06/13, and 21,692 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 405.7931 dividend equivalent rights being reported reflect 204.8831 dividend equivalent rights at $33.88 per RSU credited to the reporting person's account on 07/02/14, and 200.9100 dividend equivalent rights at $34.55 per RSU credited to the reporting person's account on 10/01/14.
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(
7)
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As previously reported, on 12/11/13 the reporting person was granted 33,346 RSUs, 11,115 of which will vest on each of 12/11/14 and 12/11/15, and 11,116 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 311.9025 dividend equivalent rights being reported reflect 157.4782 dividend equivalent rights at $33.88 per RSU credited to the reporting person's account on 07/02/14, and 154.4243 dividend equivalent rights at $34.55 per RSU credited to the reporting person's account on 10/01/14.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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SCHULTZ JOHN F
C/O HEWLETT-PACKARD COMPANY
3000 HANOVER STREET
PALO ALTO, CA 94304
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EVP, GC & SEC
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Signatures
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/s/ Katie Colendich as Attorney-in-Fact for John F. Schultz
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11/28/2014
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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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