SEC Form 4 · accession 0001179706-15-000131
HP INC · HPQ
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael G Nefkens
Officer — EVP, Enterprise Services
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 StockF1,F2 | Sep 17, 2015 | M | 40,183 | $27.57 | A | 40,595 | D | |
| Common Stock | Sep 17, 2015 | F | 20,971 | $27.57 | D | 19,624 | D | |
| Common Stock | Sep 17, 2015 | M | 22,932 | $27.57 | A | 42,556 | D | |
| Common Stock | Sep 17, 2015 | F | 11,966 | $27.57 | D | 30,590 | D | |
| Common StockF3 | holding | — | — | — | 88,243 | I | By Michael Nefkens Trust 02/27/09 |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF6,F4,F5 | — | Apr 1, 2015 | A | 221 | A | — | — | Common Stock | 221 | 21,403 | D |
| Restricted Stock UnitsF7,F4,F5 | — | Sep 17, 2015 | M | 18,388 | D | — | — | Common Stock | 18,388 | 18,386 | D |
| Restricted Stock UnitsF8,F4,F5 | — | Sep 17, 2015 | M | 8,212 | D | — | — | Common Stock | 8,212 | 0 | D |
| Restricted Stock UnitsF9,F4,F5 | — | Sep 17, 2015 | M | 13,583 | D | — | — | Common Stock | 13,583 | 27,166 | D |
| Performance Adjusted Restricted Stock UnitsF10,F4,F5 | — | Sep 17, 2015 | M | 22,932 | D | — | — | Common Stock | 22,932 | 25,221 | D |
Explanation of responses
- F1The total beneficial ownership includes 1.4566 shares at $31.6153 per share acquired through dividends paid in shares on 04/02/15 under the HP 2011 Employee Stock Purchase Plan ("ESPP") with respect to shares held under the ESPP, and a de minimus adjustment of 0.0036 due to fractional rounding of the dividends paid in shares under the ESPP. The total beneficial ownership also includes the acquisition of 0.0380 shares at $31.7498 per share received on 04/01/15 through dividends paid in shares, and 0.04300 shares at $30.23 per share received on 07/01/15 through dividends paid in shares.
- F10As previously reported, on 12/11/13 the reporting person was granted 48,153 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 827.7972 vested dividend equivalent rights accrued but not released since the grant date, and a de minimus adjustment of 0.5835 due to fractional rounding of the dividend equivalent rights.
- F2The total direct beneficial ownership reflects a decrease of 28,698 shares due to the transfer of 28,698 shares previously reported as being held directly by the reporting person into his trust on 03/06/15.
- F3The total indirect beneficial ownership reflects an increase of 28,698 shares due to the transfer of 28,698 shares previously reported as being held directly by the reporting person into his trust on 03/06/15.
- F4Each restricted stock unit represents a contingent right to receive one share of HP common stock.
- F5On 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.
- F6As previously reported, on 01/16/13 the reporting person was granted 61,012 restricted stock units ("RSUs"), 20,337 of which vested on 01/16/14 and 01/16/15, and 20,338 of which will vest on 01/16/16. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The 221.2808 dividend equivalent rights being reported reflect 103.9974 dividend equivalent rights at $31.29 per RSU credited to the reporting person's account on 04/01/15, and 117.2834 dividend equivalent rights at $30.52 per RSU credited to the reporting person's account on 07/01/15.
- F7As previously reported, on 12/11/13 the reporting person was granted 53,354 RSUs, 17,784 of which vested on 12/11/14, 17,785 of which vested early on 09/17/15, and 17,785 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 181.8856 dividend equivalent rights at $31.29 per RSU credited to the reporting person's account on 04/01/15 and 205.1219 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 603 vested dividend equivalent rights and a de minimus adjustment of 0.7456 due to fractional rounding of the dividend equivalent rights.
- F8As previously reported, on 12/11/13 the reporting person was granted 15,886 RSUs, 7,943 of which vested on 12/11/14 and 7,943 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 40.6162 dividend equivalent rights at $31.29 per RSU credited to the reporting person's account on 04/01/15 and 45.8050 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 269 vested dividend equivalent rights and a de minimus adjustment of 0.5909 due to fractional rounding of the dividend equivalent rights.
- F9As previously reported, on 12/10/14 the reporting person was granted 40,150 RSUs, 13,383 of which vested early on 09/17/15, 13,383 of which will vest on 12/10/16, and 13,384 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 205.3052 dividend equivalent rights at $31.29 per RSU credited to the reporting person's account on 04/01/15 and 231.5334 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 200 vested dividend equivalent rights and a de minimus adjustment of 0.4700 due to fractional rounding of the dividend equivalent rights.