Edgar Filing: Rivera Kim M

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 ^*

Rivera Kim M

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 Legal Officer, GC & Sec

(Last)

(First)

(Middle)

1501 PAGE MILL RD

3. Date of Earliest Transaction (Month/Day/Year)
12/07/2017

(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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/07/2017		M		23,394 ⁽¹⁾	A	$ 0	61,153	D
Common Stock	12/07/2017		F		12,208	D	$ 20.97	48,945	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Restricted Stock Units

⁽¹⁾

12/07/2017

23,394 ⁽²⁾

⁽²⁾

Common Stock

23,394 ⁽²⁾

⁽²⁾

45,408

Restricted Stock Units

⁽¹⁾

12/07/2017

62,947 ⁽³⁾

⁽³⁾

Common Stock

62,947

⁽³⁾

62,947

Performance Adjusted Restricted Stock Units

⁽¹⁾

12/07/2017

88,550 ⁽⁴⁾

⁽⁴⁾

Common Stock

88,550

⁽⁴⁾

88,550

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Rivera Kim M 1501 PAGE MILL RD PALO ALTO, CA 94304			Chief Legal Officer, GC & Sec

Signatures

/s/ Katie Colendich as Attorney-in-Fact for Kim Rivera		12/11/2017
^**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)	On 12/7/2016, the reporting person was granted 68,111 RSUs, 22,703 of which vested on 12/7/2017 and 22,704 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 691 vested dividend equivalent rights.
(3)	On 12/7/2017, the reporting person was granted 62,947 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 88,550 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.

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