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)

11/25/2014
(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   11/25/2014     A    23824   (1) A $0   55063.7242   (2) D  
 
Common Stock   11/25/2014     F    10271   D $37.63   44792.7242   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) 7/2/2014     A      46.7676   (4)        (4)   (4) Common Stock   46.7676     (4) 5354.6156   D  
 
Restricted Stock Units     (3) 7/2/2014     A      37.4141   (5)        (5)   (5) Common Stock   37.4141     (5) 4245.4141   D  
 
Restricted Stock Units     (3) 7/2/2014     A      405.7931   (6)        (6)   (6) Common Stock   405.7931     (6) 45391.9607   D  
 
Restricted Stock Units     (3) 7/2/2014     A      311.9025   (7)        (7)   (7) Common Stock   311.9025     (7) 33977.0104   D  
 

Explanation of Responses:
( 1)  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.
( 2)  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.
( 3)  Each restricted stock unit represents a contingent right to receive one share of HP common stock.
( 4)  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.
( 5)  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.
( 6)  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.
( 7)  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.

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/ Katie Colendich as Attorney-in-Fact for John F. Schultz 11/28/2014
** 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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