SEC Form 4 · accession 0001562180-18-004922
HP INC · HPQ
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Dion J Weisler
Officer — President and CEO · Director
Period of report
Dec 7, 2018
Accepted (ET)
Dec 11, 2018 · 7:40 pm EST
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 | Dec 7, 2018 | M | 192,440 | $0.00 | A | 1,248,276 | D | |
| Common StockF1 | Dec 7, 2018 | F | 95,414 | $22.93 | D | 1,152,862 | D | |
| Common Stock | Dec 9, 2018 | M | 144,499 | $0.00 | A | 1,297,361 | D | |
| Common StockF2 | Dec 9, 2018 | F | 71,644 | $22.93 | D | 1,225,717 | D | |
| Common StockF3,F4 | Dec 11, 2018 | S | 116,134 | $22.9874 | D | 1,109,583 | 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 UnitsF6,F5 | — | Dec 7, 2018 | A | 252,944 | A | — | — | Common Stock | 252,944 | 252,944 | D |
| Performance Adjusted Restricted Stock UnitsF7 | — | Dec 7, 2018 | A | 348,760 | A | — | — | Common Stock | 348,760 | 348,760 | D |
| Restricted Stock UnitsF8,F5 | — | Dec 7, 2018 | M | 104,503 | D | — | — | Common Stock | 104,503 | 99,072 | D |
| Restricted Stock UnitsF9,F5 | — | Dec 7, 2018 | M | 87,937 | D | — | — | Common Stock | 87,937 | 171,674 | D |
| Restricted Stock UnitsF10,F5 | — | Dec 9, 2018 | M | 144,499 | D | — | — | Common Stock | 144,499 | 0 | D |
Explanation of responses
- F195,414 shares were withheld by HP to satisfy tax withholding on vesting of restricted stock units ("RSUs").
- F10On 12/9/2015, the reporting person was granted 396,367 RSUs, 132,122 of which vested on each of 12/9/2016 and 12/9/2017, and of which 132,123 vested on 12/9/2018. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The number of derivative securities in column 5 includes 12,376 vested dividend equivalent rights.
- F2167,058 shares were withheld by HP to satisfy tax withholding on vesting of RSUs.
- F3The sales reported on this Form 4 were effectuated pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on 06/28/18.
- F4The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $22.815-$23.33, inclusive. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
- F5Each RSU represents a contingent right to receive one share of HP common stock.
- F6On 12/7/2018, the reporting person was granted 252,944 RSUs, one-third of which vest annually over three years on the anniversary of the grant date. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock.
- F7On 12/7/2018, the reporting person was granted 348,760 Performance Adjusted Restricted Stock Units ("PARSUs"), 50% of which will be earned on each of 12/7/2020 and 12/7/2021 subject to certain relative total stockholder return conditions being met as of those dates, and 50% of which will be earned on each of 12/7/2019, 12/7/2020 and 12/7/2021 subject to certain earnings per share conditions being met as of those dates. A portion of the earned units will vest on each of 12/7/2020 and 12/7/2021. Dividend equivalent rights accrue with respect to these PARSUs when and as dividends are paid on HP common stock.
- F8On 12/7/2016, the reporting person was granted 297,214 RSUs, 99,071 of which vested on each of 12/7/2017 and 12/7/2018, and 99,072 of which are scheduled to vest on 12/7/2019. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The number of derivative securities in column 5 includes 5,432 vested dividend equivalent rights.
- F9On 12/7/2017, the reporting person was granted 257,511 RSUs, 85,837 of which vested on 12/7/2018, and of which 85,837 are scheduled to vest on each of 12/7/2019 and 12/7/2020. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The number of derivative securities in column 5 includes 2,100 vested dividend equivalent rights.