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
HP INC [HPQ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
Chief HR Officer
(Last)
(First)
(Middle)
1501 PAGE MILL RD
3. Date of Earliest Transaction (Month/Day/Year)
11/29/2016
(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 11/29/2016   M   25,811 A $ 15.15 172,251 D  
Common Stock 11/29/2016   F   13,469 D $ 15.15 158,782 D  
Common Stock 12/09/2016   M   33,170 A $ 15.78 191,952 D  
Common Stock 12/09/2016   F   17,309 D $ 15.78 174,643 D  
Common Stock 12/10/2016   M   49,075 A $ 15.78 223,718 D  
Common Stock 12/10/2016   F   25,609 D $ 15.78 198,109 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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Performance Adjusted Restricted Stock Units (1) 11/29/2016   M     25,811 (2)   (2)   (2) Common Stock 25,811 $ 15.15 (2) 23,229 D  
Restricted Stock Unit (1) 12/09/2016   M     33,170   (3)   (3) Common Stock 33,170 $ 15.78 63,860 D  
Restricted Stock Units (1) 12/10/2016   M     18,403   (4)   (4) Common Stock 18,403 $ 15.78 17,361 D  
Restricted Stock Units (1) 12/10/2016   M     30,672   (5)   (5) Common Stock 30,672 $ 15.78 57,869 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
KEOGH TRACY S
1501 PAGE MILL RD
PALO ALTO, CA 94304
      Chief HR Officer  

Signatures

 /s/ Katie Colendich as Attorney-in-Fact for Tracy S. Keogh   12/13/2016
**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) Each restricted stock unit ("RSU") represents a contingent right to receive one share of HP common stock.
(2) As previously reported, on 12/11/2014 the reporting person was granted 46,456 performance adjusted restricted stock units ("PARSUs"), of which 24,831 vested on 11/29/2016 based on the achievement of certain return on invested capital performance conditions and total stockholder return conditions. Dividend equivalent units accrued with respect to these PARSUs when and as dividends were paid on HP common stock. The number of derivative securities in column 5 includes 980 vested dividend equivalent units.
(3) On 12/9/2015 the reporting person was granted 95,789 RSUs, 31,929 of which vested on 12/9/2016, and 31,930 of which will vest on each of 12/9/2017 and 12/9/2018. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The number of derivative securities in column 5 includes 1,241 vested dividend equivalent rights.
(4) On 12/10/2014 the reporting person was granted 52,080 RSUs, 17,359 of which vested on 9/17/2015, 17,360 of which vested on 12/10/2016 and 17,361 of which will vest on 12/10/2017. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The number of derivative securities in column 5 includes 1,043 vested dividend equivalent rights. The amounts reflected in this footnote reflect the conversion of the awards upon the distribution of the Hewlett Packard Enterprise shares on November 1, 2015.
(5) On 12/10/2014 the reporting person was granted 115,735 RSUs, 28,932 of which vested on 9/17/2015, 28,934 of which vested on 12/10/2016, 28,933 of which will vest on 12/10/2017 and 28,936 of which will vest on 12/10/2018. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The number of derivative securities in column 5 includes 1,738 vested dividend equivalent rights The amounts reflected in this footnote reflect the conversion of the awards upon the distribution of the Hewlett Packard Enterprise shares on November 1, 2015.

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