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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 | (1) | 12/07/2017 | M | 31,900 (2) | (2) | (2) | Common Stock | 31,900 (2) | (2) | 61,920 | D | ||||
| Restricted Stock Units | (1) | 12/07/2017 | A | 82,499 (3) | (3) | (3) | Common Stock | 82,499 | (3) | 82,499 | D | ||||
| Performance Adjusted Restricted Stock Units | (1) | 12/07/2017 | A | 116,054 (4) | (4) | (4) | Common Stock | 116,054 | (4) | 116,054 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| FLAXMAN JON E 1501 PAGE MILL RD C/O HP PALO ALTO, CA 94304 |
Chief Operating Officer | |||
| /s/ Katie Colendich as Attorney-in-Fact for Jon Flaxman | 12/11/2017 | |
| **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) | Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of HP common stock. |
| (2) | On 12/7/2016, the reporting person was granted 92,879 RSUs, 30,959 of which vested on 12/7/2017 and 30,960 of which are scheduled to vest on each of 12/7/2018 and 12/7/2019. 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 941 vested dividend equivalent rights. |
| (3) | On 12/7/2017, the reporting person was granted 82,499 RSUs, one-third of which vest annually over three years on the anniversary of the grant date. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. |
| (4) | On 12/7/2017, the reporting person was granted 116,054 Performance Adjusted Restricted Stock Units ("PARSUs"), 50% of which will be earned on each of 12/7/2019 and 12/7/2020 subject to certain relative total stockholder return conditions being met as of those dates, and 50% of which will be earned on each of 12/7/2018, 12/7/2019 and 12/7/2020 subject to certain earnings per share conditions being met as of those dates. A portion of the earned units will vest on each of 12/7/2019 and 12/7/2020. Dividend equivalent rights accrue with respect to these PARSUs when and as dividends are paid on HP common stock. |