SEC Form 4 · accession 0001179706-15-000130
HP INC · HPQ
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Tracy S Keogh
Officer — EVP HR
Period of report
Sep 17, 2015
Accepted (ET)
Sep 21, 2015 · 6:40 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 | 53,178 | $27.57 | A | 134,480 | D | |
| Common Stock | Sep 17, 2015 | F | 27,752 | $27.57 | D | 106,728 | D | |
| Common Stock | Sep 17, 2015 | M | 14,333 | $27.57 | A | 121,061 | D | |
| Common Stock | Sep 17, 2015 | F | 7,479 | $27.57 | D | 113,582 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF3,F1,F2 | — | Sep 17, 2015 | M | 19,951 | D | — | — | Common Stock | 19,951 | 0 | D |
| Restricted Stock UnitsF4,F1,F2 | — | Sep 17, 2015 | M | 11,492 | D | — | — | Common Stock | 11,492 | 11,492 | D |
| Restricted Stock UnitsF5,F1,F2 | — | Sep 17, 2015 | M | 8,151 | D | — | — | Common Stock | 8,151 | 16,299 | D |
| Restricted Stock UnitsF6,F1,F2 | — | Sep 17, 2015 | M | 13,584 | D | — | — | Common Stock | 13,584 | 40,748 | D |
| Performance Adjusted Restricted Stock UnitsF7,F1,F2 | — | Sep 17, 2015 | M | 14,333 | D | — | — | Common Stock | 14,333 | 15,763 | D |
Explanation of responses
- F1Each restricted stock unit represents a contingent right to receive one share of HP common stock.
- F2On 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.
- F3As previously reported, on 12/06/12 the reporting person was granted 56,400 restricted stock units ("RSUs"), 18,800 of which vested on each of 12/06/13 and 12/06/14, and 18,800 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 108.4142 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 1,151 vested dividend equivalent rights and a de minimus adjustment of 0.7419 due to fractional rounding of the dividend equivalent rights.
- F4As previously reported, on 12/11/13 the reporting person was granted 33,346 RSUs, 11,115 of which vested on 12/11/14, 11,115 of which vested early on 09/17/15, and 11,116 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 128.1997 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 377 vested dividend equivalent rights and a de minimus adjustment of 0.5948 due to fractional rounding of the dividend equivalent rights.
- F5As previously reported, on 12/10/14 the reporting person was granted 24,090 RSUs, 8,030 of which vested early on 09/17/15, and 8,030 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 138.9201 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 121 vested dividend equivalent rights and a de minimus adjustment of 0.8819 due to fractional rounding of the dividend equivalent rights.
- F6As previously reported, on 12/10/14 the reporting person was granted 53,533 RSUs, 13,383 of which vested early on 09/17/15, 13,383 of which will vest on each of 12/10/16 and 12/10/17, and 13,384 of which will vest on 12/10/18. 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 308.7093 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 201 vested dividend equivalent rights and a de minimus adjustment of 0.9649 due to fractional rounding of the dividend equivalent rights.
- F7As previously reported, on 12/11/13 the reporting person was granted 30,096 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 517.0111 vested dividend equivalent rights accrued but not released since the grant date, and a de minimus adjustment of 0.7377 due to fractional rounding of the dividend equivalent rights.