SEC Form 4 · accession 0001179706-15-000134
HP INC · HPQ
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John F Schultz
Officer — EVP, GC & SEC
Period of report
Sep 17, 2015
Accepted (ET)
Sep 21, 2015 · 6:41 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 | 42,662 | $27.57 | A | 74,160 | D | |
| Common Stock | Sep 17, 2015 | F | 17,856 | $27.57 | D | 56,304 | D | |
| Common Stock | Sep 17, 2015 | M | 14,333 | $27.57 | A | 70,637 | D | |
| Common Stock | Sep 17, 2015 | F | 7,479 | $27.57 | D | 63,158 | 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 UnitsF4,F2,F3 | — | Sep 17, 2015 | M | 23,019 | D | — | — | Common Stock | 23,019 | 0 | D |
| Restricted Stock UnitsF5,F2,F3 | — | Sep 17, 2015 | M | 11,492 | D | — | — | Common Stock | 11,492 | 11,492 | D |
| Restricted Stock UnitsF6,F2,F3 | — | Sep 17, 2015 | M | 8,151 | D | — | — | Common Stock | 8,151 | 16,299 | D |
| Performance Adjusted Restricted Stock UnitsF7,F2,F3 | — | Sep 17, 2015 | M | 14,333 | D | — | — | Common Stock | 14,333 | 15,763 | D |
Explanation of responses
- F1The total beneficial ownership includes a de minimus adjustment of 0.0015 due to fractional rounding of the dividends paid in shares acquired under the HP 2011 Employee Stock Ownership Plan ("ESPP") on 07/31/15 with respect to shares held under the ESPP. The total beneficial ownership also includes the acquisition of 3.1250 shares at $30.2349 per share received on 07/01/15 through dividends paid in shares.
- F2Each restricted stock unit represents a contingent right to receive one share of HP common stock.
- F3On 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.
- F4As previously reported, on 12/06/12 the reporting person was granted 65,076 restricted stock units ("RSUs"), 21,692 of which vested on each of 12/06/13 and 12/06/14, and 21,692 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 125.0915 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 1,327 vested dividend equivalent rights and a de minimus adjustment of 0.6297 due to fractional rounding of the dividend equivalent rights.
- F5As 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.
- F6As 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.
- 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.