SEC Form 4 · accession 0001179706-15-000127
HP INC · HPQ
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Martin Fink
Officer — EVP, CTO
Period of report
Sep 17, 2015
Accepted (ET)
Sep 21, 2015 · 6:39 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000047217
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Sep 17, 2015 | M | 72,164 | $27.57 | A | 73,375 | D | |
| Common Stock | Sep 17, 2015 | F | 35,956 | $27.57 | D | 37,419 | D | |
| Common Stock | Sep 17, 2015 | M | 13,138 | $27.57 | A | 50,557 | D | |
| Common Stock | Sep 17, 2015 | F | 6,856 | $27.57 | D | 43,701 | D | |
| Common Stock | Sep 17, 2015 | M | 43,384 | $13.83 | A | 87,085 | D | |
| Common StockF2,F3 | Sep 17, 2015 | S | 43,384 | $27.7858 | D | 43,701 | D | |
| Common Stock | Sep 17, 2015 | M | 41,673 | $26.99 | A | 85,374 | D | |
| Common StockF2,F3 | Sep 17, 2015 | S | 41,673 | $27.7858 | D | 43,701 | D | |
| Common StockF2 | Sep 21, 2015 | S | 30,235 | $26.25 | D | 13,466 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (right to buy)F4,F7,F5 | $13.83 | Sep 17, 2015 | M | 43,384 | D | Dec 6, 2013 | Dec 6, 2020 | Common Stock | 43,384 | 0 | D |
| Employee Stock Option (right to buy)F4,F7,F5 | $26.99 | Sep 17, 2015 | M | 41,673 | D | Dec 11, 2014 | Dec 11, 2021 | Common Stock | 41,673 | 41,673 | D |
| Restricted Stock UnitsF8,F6,F7 | — | Sep 17, 2015 | M | 7,817 | D | — | — | Common Stock | 7,817 | 0 | D |
| Restricted Stock UnitsF9,F6,F7 | — | Sep 17, 2015 | M | 26,530 | D | — | — | Common Stock | 26,530 | 0 | D |
| Restricted Stock UnitsF10,F6,F7 | — | Sep 17, 2015 | M | 15,347 | D | — | — | Common Stock | 15,347 | 0 | D |
| Restricted Stock UnitsF11,F6,F7 | — | Sep 17, 2015 | M | 2,428 | D | — | — | Common Stock | 2,428 | 2,427 | D |
| Restricted Stock UnitsF12,F6,F7 | — | Sep 17, 2015 | M | 10,534 | D | — | — | Common Stock | 10,534 | 10,533 | D |
| Restricted Stock UnitsF13,F6,F7 | — | Sep 17, 2015 | M | 9,508 | D | — | — | Common Stock | 9,508 | 19,016 | D |
| Performance Adjusted Restricted Stock UnitsF14,F6,F7 | — | Sep 17, 2015 | M | 13,138 | D | — | — | Common Stock | 13,138 | 14,450 | D |
Explanation of responses
- F1The total beneficial ownership also includes the acquisition of 4.7270 shares at $39.7693 per share received on 01/07/15 through dividends paid in shares, 5.9440 shares at $31.7498 per share received on 04/01/15 through dividends paid in shares, and 6.9110 shares at $30.2349 per share received on 07/01/15 through dividends paid in shares.
- F10As previously reported, on 12/06/12 the reporting person was granted 43,384 RSUs, 14,461 of which vested on 12/06/13, 14,461 of which vested on 12/06/14, and 14,462 of which vested early on 09/17/15. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The number of derivative securities beneficially owned immediately prior to the transaction being reported includes 58.2411 dividend equivalent rights at $39.73 per RSU credited to the reporting person's account on 01/07/15, 73.9508 dividend equivalent rights at $31.29 per RSU credited to the reporting person's account on 04/01/15 and 83.3982 dividend equivalent rights at $30.52 per RSU credited to the reporting person's account on 07/01/15. The number of derivative securities in column 5 includes 885 vested dividend equivalent rights and a de minimus adjustment of 0.4099 due to fractional rounding of the dividend equivalent rights.
- F11As previously reported, on 09/26/13 the reporting person was granted 7,043 RSUs, 2,347 of which vested on 09/26/14, and 2,348 of which vested early on 09/17/15, and 2,348 of which will vest on 09/26/16. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The number of derivative securities beneficially owned immediately prior to the transaction being reported includes 18.9117 dividend equivalent rights at $39.73 per RSU credited to the reporting person's account on 01/07/15, 24.0128 dividend equivalent rights at $31.29 per RSU credited to the reporting person's account on 04/01/15 and 27.0805 dividend equivalent rights at $30.52 per RSU credited to the reporting person's account on 07/01/15. The number of derivative securities in column 5 includes 80 vested dividend equivalent rights and a de minimus adjustment of 0.2480 due to fractional rounding of the dividend equivalent rights.
- F12As previously reported, on 12/11/13 the reporting person was granted 30,567 RSUs, 10,189 of which vested on 12/11/14, 10,189 of which vested early on 09/17/15 and 10,189 of which will vest on 12/11/16. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The number of derivative securities beneficially owned immediately prior to the transaction being reported includes 82.0659 dividend equivalent rights at $39.73 per RSU credited to the reporting person's account on 01/07/15, 104.2020 dividend equivalent rights at $31.29 per RSU credited to the reporting person's account on 04/01/15 and 117.5140 dividend equivalent rights at $30.52 per RSU credited to the reporting person's account on 07/01/15. The number of derivative securities in column 5 includes 345 vested dividend equivalent rights and a de minimus adjustment of 0.2181 due to fractional rounding of the dividend equivalent rights.
- F13As previously reported, on 12/10/14 the reporting person was granted 28,105 RSUs, 9,368 of which vested early on 09/17/15, 9,368 of which will vest on 12/10/16, and 9,369 of which will vest on 12/10/17. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The number of derivative securities beneficially owned immediately prior to the transaction being reported includes 113.1840 dividend equivalent rights at $39.73 per RSU credited to the reporting person's account on 01/07/15, 143.7136 dividend equivalent rights at $31.29 per RSU credited to the reporting person's account on 04/01/15 and 162.0734 dividend equivalent rights at $30.52 per RSU credited to the reporting person's account on 07/01/15. The number of derivative securities in column 5 includes 140 vested dividend equivalent rights and a de minimus adjustment of 0.0290 due to fractional rounding of the dividend equivalent rights.
- F14As previously reported, on 12/11/13 the reporting person was granted 27,588 performance adjusted restricted stock units ("PARSUs"), 50% of which vested early on 09/17/15, and 50% of which will vest on 12/11/16, in each case subject to certain return on invested capital performance conditions and/or relative total stockholder return conditions being met at the time of vesting. Dividend equivalent rights accrue with respect to these PARSUs when and as dividends are paid on HP common stock. The number of derivative securities in column 5 includes 473.927 vested dividend equivalent rights accrued but not released since the grant date, and a de minimus adjustment of 0.0928 due to fractional rounding of the dividend equivalent rights.
- F2The sales reported on this Form 4 were effectuated pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on 06/04/15.
- F3The price in Column 4 is a weighted average price. The prices actually paid ranged from $27.67 to $28.105. Upon request, the reporting person will provide to the Issuer, any security holder of the Issuer, or the SEC staff information regarding the number of shares purchased at each price within the range.
- F4This option became exercisable beginning on this date.
- F5This option is no longer exercisable beginning on this date.
- F6Each restricted stock unit represents a contingent right to receive one share of HP common stock.
- F7On 07/29/15 the Issuer announced approved amendments to certain outstanding long-term incentive awards that were originally scheduled to vest between 09/18/15 and 12/31/15, to provide for the accelerated vesting on 09/17/15.
- F8As previously reported, on 09/19/12 the reporting person was granted 22,100 restricted stock units ("RSUs"), 7,366 of which vested on 09/19/13, 7,367 of which vested on 09/19/14, and 7,367 of which vested early on 09/17/15. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The number of derivative securities beneficially owned immediately prior to the transaction being reported includes 29.6683 dividend equivalent rights at $39.73 per RSU credited to the reporting person's account on 01/07/15, 37.6708 dividend equivalent rights at $31.29 per RSU credited to the reporting person's account on 04/01/15 and 42.4834 dividend equivalent rights at $30.52 per RSU credited to the reporting person's account on 07/01/15. The number of derivative securities in column 5 includes 450 vested dividend equivalent rights and a de minimus adjustment of 0.06110 due to fractional rounding of the dividend equivalent rights.
- F9As previously reported, on 11/27/12 the reporting person was granted 50,000 RSUs, 25,000 of which vested on 11/27/14 and 25,000 of which vested early on 09/17/15. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The number of derivative securities beneficially owned immediately prior to the transaction being reported includes 100.6796 dividend equivalent rights at $39.73 per RSU credited to the reporting person's account on 01/07/15, 127.8364 dividend equivalent rights at $31.29 per RSU credited to the reporting person's account on 04/01/15 and 144.1678 dividend equivalent rights at $30.52 per RSU credited to the reporting person's account on 07/01/15. The number of derivative securities in column 5 includes 1,530 vested dividend equivalent rights and a de minimus adjustment of 0.3162 due to fractional rounding of the dividend equivalent rights.