SEC Form 4 · accession 0001179706-15-000128
HP INC · HPQ
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Henry Gomez
Officer — EVP, CM & CO
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 Stock | Sep 17, 2015 | M | 35,838 | $27.57 | A | 35,838 | D | |
| Common Stock | Sep 17, 2015 | F | 18,823 | $27.57 | D | 17,015 | D | |
| Common Stock | Sep 17, 2015 | M | 11,944 | $27.57 | A | 28,959 | D | |
| Common Stock | Sep 17, 2015 | F | 6,272 | $27.57 | D | 22,687 | D | |
| Common Stock | Sep 17, 2015 | M | 151,844 | $13.83 | A | 174,531 | D | |
| Common StockF1,F2 | Sep 17, 2015 | S | 151,844 | $28.0185 | D | 22,687 | 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)F6,F3,F4 | $13.83 | Sep 17, 2015 | M | 151,844 | D | Dec 6, 2014 | Dec 6, 2020 | Common Stock | 151,844 | 0 | D |
| Restricted Stock UnitsF7,F5,F6 | — | Sep 17, 2015 | M | 11,509 | D | — | — | Common Stock | 11,509 | 0 | D |
| Restricted Stock UnitsF8,F5,F6 | — | Sep 17, 2015 | M | 7,281 | D | — | — | Common Stock | 7,281 | 7,281 | D |
| Restricted Stock UnitsF9,F5,F6 | — | Sep 17, 2015 | M | 9,577 | D | — | — | Common Stock | 9,577 | 9,576 | D |
| Restricted Stock UnitsF10,F5,F6 | — | Sep 17, 2015 | M | 7,471 | D | — | — | Common Stock | 7,471 | 14,941 | D |
| Performance Adjusted Restricted Stock UnitsF11,F5,F6 | — | Sep 17, 2015 | M | 11,944 | D | — | — | Common Stock | 11,944 | 13,136 | D |
Explanation of responses
- F1The sales reported on this Form 4 were effectuated pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on 03/06/14.
- F10As previously reported, on 12/10/14 the reporting person was granted 22,082 RSUs, 7,360 of which vested early on 09/17/15, and 7,361 of which will vest on each of 12/10/16 and 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 112.9153 dividend equivalent rights at $31.29 per RSU credited to the reporting person's account on 04/01/15 and 127.3405 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 111 vested dividend equivalent rights and a de minimus adjustment of 0.8159 due to fractional rounding of the dividend equivalent rights.
- F11As previously reported, on 12/11/13 the reporting person was granted 25,080 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 430.8427 vested dividend equivalent rights accrued but not released since the grant date, and a de minimus adjustment of 0.4480 due to fractional rounding of the dividend equivalent rights.
- F2The price in Column 4 is a weighted average price. The prices actually paid ranged from $27.69 to $28.10. 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.
- F3This option became exercisable beginning on this date.
- F4This option is no longer exercisable beginning on this date.
- F5Each restricted stock unit represents a contingent right to receive one share of HP common stock.
- F6On 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.
- F7As previously reported, on 12/06/12 the reporting person was granted 32,538 restricted stock units ("RSUs"), 10,846 of which vested on each of 12/06/13 and 12/06/14, and 10,846 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 55.4605 dividend equivalent rights at $31.29 per RSU credited to the reporting person's account on 04/01/15 and 62.5457 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 663 vested dividend equivalent rights and a de minimus adjustment of 0.3150 due to fractional rounding of the dividend equivalent rights.
- F8As previously reported, on 09/26/13 the reporting person was granted 21,127 RSUs, 7,042 of which vested on 09/26/14, 7,042 of which vested early on 09/17/15, and 7,043 of which will vest on 09/26/16. Dividend equivalent rights accrue with respect to these RSUs when as as dividends are paid on HP common stock. The number of derivative securities beneficially owned immediately prior to the transaction being reported includes 72.0230 dividend equivalent rights at $31.29 per RSU credited to the reporting person's account on 04/01/15 and 81.2241 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 239 vested dividend equivalent rights and a de minimus adjustment of 0.8028 due to fractional rounding of the dividend equivalent rights.
- F9As previously reported, on 12/11/13 the reporting person was granted 27,789 RSUs, 9,263 of which vested on 12/11/14, and 9,263 of which vested early on 09/17/15, and 9,263 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 94.7319 dividend equivalent rights at $31.29 per RSU credited to the reporting person's account on 04/01/15 and 106.8341 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 314 vested dividend equivalent rights and a de minimus adjustment of 0.8264 due to fractional rounding of the dividend equivalent rights.