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 *

Andreessen Marc L
2. Issuer Name and Ticker or Trading Symbol

HEWLETT PACKARD CO [ HPQ ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

C/O HEWLETT-PACKARD COMPANY, 3000 HANOVER STREET
3. Date of Earliest Transaction (MM/DD/YYYY)

4/20/2015
(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                  14472   (1) D  
 
Common Stock   7/2/2014     A    464.9062   A   (2) 26497.5497   I   By Merrill Lynch   (2)

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
Restricted Stock Units     (3) 7/2/2014     A      159.2346   (4)        (4)   (4) Common Stock   159.2346     (4) 8769.2346   D  
 
Restricted Stock Units     (3) 4/20/2015     A      8231   (5)        (5)   (5) Common Stock   8231     (5) 8231   D  
 

Explanation of Responses:
( 1)  There is no reportable change since the last filing. This is a reiteration of holdings only.
( 2)  The reporting person elected to defer the receipt of common stock until the termination of his service as a member of the HP's Board of Directors. The 464.9062 dividends being reported reflect 118.7155 dividends at $33.88 per share deferred on 07/02/14; 116.4133 dividends at $34.55 per share deferred on 10/01/14; 101.2353 dividends at $39.73 per share deferred on 01/07/15; and 128.5421 dividends at $31.29 per share deferred on 04/01/15.
( 3)  Each restricted stock unit represents a contingent right to receive one share of HP common stock.
( 4)  As previously reported, on 04/21/14 the reporting person was granted 8,610 restricted stock units ("RSUs"), all of which will cliff vest on 04/21/15. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The 159.2346 dividends being reported reflect 40.6612 dividends at $33.88 per share deferred on 07/02/14; 39.8726 dividends at $34.55 per share deferred on 10/01/14; 34.6740 dividends at $39.73 per share deferred on 01/07/15; and 44.0268 dividends at $31.29 per share deferred on 04/01/15.
( 5)  On 04/20/15 the reporting person was granted 8,231 RSUs, all of which will cliff vest on 04/20/16. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Andreessen Marc L
C/O HEWLETT-PACKARD COMPANY
3000 HANOVER STREET
PALO ALTO, CA 94304
X



Signatures
/s/ Katie Colendich as Attorney-in-Fact for Marc L. Andreessen 4/22/2015
** 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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