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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) |
7. Title and Amount of Underlying Securities (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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (3) | 04/19/2010 | A | 5,127 (4) | 04/19/2011(4) | 04/19/2020(4) | Common Stock | 5,127 | $ 0 (4) | 5,127 | D | ||||
| Restricted Stock Units | (3) | 07/01/2009 | A | 49.1714 (5) | 04/20/2010(5) | 04/20/2019(5) | Common Stock | 49.1714 | $ 0 (5) | 7,258.1714 | D | ||||
| Restricted Stock Units | (3) | 04/20/2010 | M | 7,258.1714 (5) | 04/20/2010(5) | 04/20/2019(5) | Common Stock | 7,258.1714 | $ 0 (5) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| THOMPSON G KENNEDY C/O HEWLETT-PACKARD COMPANY 3000 HANOVER STREET PALO ALTO, CA 94304 |
X | |||
| /s/ David Ritenour as Attorney-in-Fact for G. Kennedy Thompson | 04/21/2010 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | The amount reported reflects a deminimus adjustment of shares due to the rounding and prior reporting of fractional shares. |
| (2) | The amount includes the acquisition of 8.843392 shares on 07/07/09, received in lieu of cash under the Hewlett-Packard Company Dividend Reinvestment/Stock Purchase Plan in a transaction exempt under Rule 16b-3. |
| (3) | Each restricted stock unit represents a contingent right to receive one share of HP common stock. |
| (4) | On 04/19/10 the Reporting Person was granted 5,127 restricted stock units ("RSUs"), all which will cliff vest on 04/19/11. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. |
| (5) | As previously reported, on 04/20/09 the Reporting Person was granted 7,209 restricted stock units ("RSUs"). Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The 49.1714 dividend equivalent rights being reported reflect 14.9100 dividend equivalent rights at $38.68 per RSU credited to the Reporting Person's account on 07/01/09; 12.3866 dividend equivalent rights at $45.96 per RSU credited to the Reporting Person's account on 10/07/09; 11.0525 dividend equivalent rights at $52.18 per RSU credited to the Reporting Person's account on 01/06/10; and 10.8223 dividend equivalent rights at $53.29 per RSU credited to the Reporting Person's account on 04/07/10. These RSUs cliff vested on 04/20/10, at which time the vested shares were delivered to the Reporting Person. |