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)

1/9/2015
(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   1/9/2015     M    200000   A $13.83   282546.5777   D  
 
Common Stock   1/9/2015     S    200000   (1) D $41.00   82546.5777   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
Employee Stock Option (right to buy)   $13.83   1/9/2015     M         200000    12/6/2014   (2) 12/6/2020   (3) Common Stock   200000   $0   556761   D  
 
Restricted Stock Units     (4) 1/7/2015     A      160.1571   (5)        (5)   (5) Common Stock   160.1571     (5) 41769.1571   D  
 
Restricted Stock Units     (4) 1/7/2015     A      221.479   (6)        (6)   (6) Common Stock   221.479     (6) 56258.1638   D  
 
Restricted Stock Units     (4) 1/7/2015     A      179.0566   (7)        (7)   (7) Common Stock   179.0566     (7) 45482.0566   D  
 

Explanation of Responses:
( 1)  The sales reported on this Form 4 were effectuated pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on 12/03/14.
( 2)  This option became exercisable beginning on this date.
( 3)  This option is no longer exercisable beginning on this date.
( 4)  Each restricted stock unit represents a contingent right to receive one share of HP common stock.
( 5)  As previously reported, on 12/06/12 the reporting person was granted 119,306 restricted stock units ("RSUs"), 39,768 of which vested on 12/06/13, 39,769 of which vested on 12/06/14, and 39,769 of which will vest on 12/06/15. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The 160.1571 dividend equivalent rights being reported reflect 160.1571 dividend equivalent rights at $39.73 per RSU credited to the reporting person's account on 01/07/15.
( 6)  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 221.4790 dividend equivalent rights being reported reflect 221.4790 dividend equivalent rights at $39.73 per RSU credited to the reporting person's account on 01/07/15.
( 7)  As previously reported, on 12/11/13 the reporting person was granted 66,692 RSUs, 22,230 of which vested 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 179.0566 dividend equivalent rights being reported reflect 179.0566 dividend equivalent rights at $39.73 per RSU credited to the reporting person's account on 01/07/15.

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 1/13/2015
** 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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