Edgar Filing: KEOGH TRACY S

Ownership Submission

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

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

KEOGH TRACY S

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 HR

(Last)

(First)

(Middle)

C/O HEWLETT-PACKARD COMPANY, 3000 HANOVER STREET

3. Date of Earliest Transaction (Month/Day/Year)
12/12/2011

(Street)

PALO ALTO, CA 94304

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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								0	D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Non-employee Stock Option (right to buy)

$ 27.34

12/12/2011

109,730

12/12/2013⁽¹⁾

12/12/2019⁽²⁾

Common Stock

109,730

$ 0

109,730

Restricted Stock Units

⁽³⁾

07/06/2011

191.4673 ⁽⁴⁾

⁽⁴⁾

Common Stock

191.4673

⁽⁴⁾

23,137.4673

Restricted Stock Units

⁽³⁾

12/12/2011

27,433 ⁽⁵⁾

⁽⁵⁾

Common Stock

27,433

⁽⁵⁾

27,433

Restricted Stock Units

⁽³⁾

12/12/2011

63,095 ⁽⁶⁾

⁽⁶⁾

Common Stock

63,095

⁽⁶⁾

63,095

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
KEOGH TRACY S C/O HEWLETT-PACKARD COMPANY 3000 HANOVER STREET PALO ALTO, CA 94304			EVP HR

Signatures

/s/ David Ritenour as Attorney-in-Fact for Tracy S. Keogh		12/14/2011
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	This option will vest 50% on the second anniversary of the grant date and 50% on the third anniversary of the grant date, in both cases subject to the satisfaction of certain stock price performance conditions prior to the fourth anniversary of the grant date.
(2)	This option is no longer exercisable beginning on this date.
(3)	Each restricted stock unit represents a contingent right to receive one share of HP common stock.
(4)	On 04/25/11 the reporting person was granted 22,946 restricted stock units ("RSUs"), 11,473 of which will vest on each of 04/25/12 and 04/25/13. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The 191.4673 dividend equivalent rights being reported reflect 76.0641 dividend equivalent rights at $36.20 per RSU credited to the reporting person's account on 07/06/11 and 115.4032 dividend equivalent rights at $23.86 per RSU credited to the reporting person's account on 10/05/11.
(5)	On 12/12/11 the reporting person was granted 27,433 restricted stock units ("RSUs"), 9,144 of which will vest on each of 12/12/12 and 12/12/13, and 9,145 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.
(6)	On 12/12/11 the reporting person was granted 63,095 restricted stock units ("RSUs"), 21,031 of which will vest on 12/12/12, and 21,032 of which will vest on each of 12/12/13 and 12/12/14. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock.

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