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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 | ||||||||
| Employee Stock Option (right to buy) | $ 13.83 | 12/06/2012 | A | 769,343 | 12/06/2014(2) | 12/06/2020(2) | Common Stock | 769,343 | $ 0 | 769,343 | D | ||||
| Restricted Stock Units | (3) | 12/06/2012 | A | 82,430 (4) | (4) | (4) | Common Stock | 82,430 | (4) | 82,430 | D | ||||
| Restricted Stock Units | (3) | 07/05/2012 | A | 967.8057 (5) | (5) | (5) | Common Stock | 967.8057 | (5) | 63,967.8057 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| KADIFA ABDO G 3000 HANOVER STREET PALO ALTO, CA 94304 |
EVP, HP Software | |||
| /s/ David Ritenour as Attorney-in-Fact for Abdo G. Kadifa | 12/10/2012 | |
| **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) | 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. |
| (3) | Each restricted stock unit represents a contingent right to receive one share of HP common stock. |
| (4) | On 12/06/12 the reporting person was granted 82,430 restricted stock units ("RSUs"), 27,476 of which will vest on 12/06/13, and 27,477 of which will vest on each of 12/06/14 and 12/06/15. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. |
| (5) | As previously reported, on 05/28/12 the reporting person was granted 63,000 restricted stock units ("RSUs"), 21,000 of which will vest on each of 05/28/13, 05/28/14, and 05/28/15. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The 967.8057 dividend equivalent rights being reported reflect 410.0592 dividend equivalent rights at $20.28 per RSU credited to the reporting person's account on 07/05/12; and 557.7465 dividend equivalent rights at $14.91 per RSU credited to the reporting person's account on 10/03/12. |