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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) | 04/20/2013 | M | 7,356 (4) (5) | (4) | (4) | Common Stock | 7,356 | (4) | 0 (4) | D | ||||
| Restricted Stock Units | (3) | 04/22/2013 | A | 8,857 | (6) | (6) | Common Stock | 8,857 | (6) | 8,857 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| WHITWORTH RALPH V C/O HEWLETT-PACKARD COMPANY 3000 HANOVER STREET PALO ALTO, CA 94304 |
X | |||
| David Ritenour as Attorney-in-Fact for Ralph V. Whitworth | 04/23/2013 | |
| **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) | There is no reportable change since the last filing. This is a reiteration of holdings only. |
| (2) | Mr. Whitworth is a Principal of RILLC. RILLC is the record owner of 200 shares and sole general partner, or sole managing member of the general partner, of Relational Investors L.P., Relational Fund Partners, L.P., Relational Coast Partners, L.P., RH Fund 1, L.P., RH Fund 6, L.P., Relational Investors VIII, L.P., Relational Investors IX, L.P., Relational Investors, XV, L.P., Relational Investors XVI, L.P., Relational Investors XX, L.P., Relational Investors XXIII, L.P. and Relational Investors Alpha Fund I, L.P. These limited partnerships own a total of 24,570,108 shares. An additional 9,964,209 shares are held in accounts managed by RILLC. Mr. Whitworth disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. |
| (3) | Each restricted stock unit represents a contingent right to receive one share of HP common stock. |
| (4) | As previously reported, on 04/20/12 the reporting person was granted 7,140 restricted stock units ("RSUs"), all of which cliff vested on 04/20/13. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The number of derivative securities beneficially owned immediately prior to the transaction being reported includes 46.4734 dividend equivalent rights at $20.28 per RSU credited to the reporting person's account on 07/05/12; 63.2113 dividend equivalent rights at $14.91 per RSU credited to the reporting person's account on 10/03/12; 62.7483 dividend equivalent rights at $15.02 per RSU credited to the reporting person's account on 01/02/13; and 43.0160 dividend equivalent rights at $21.91 per RSU credited to the reporting person's account on 04/03/13. These RSUs cliff vested on 04/20/13, at which time the vested shares were delivered to the reporting person. |
| (5) | The number of derivative securities in column 5 includes 216 vested dividend equivalent rights and a deminimus adjustment of 0.5510 due to fractional rounding of the dividend equivalent rights. |
| (6) | On 04/22/13 the reporting person was granted 8,857 restricted stock units ("RSUs"), all of which will cliff vest on 04/22/14. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. |