FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

FLAXMAN JON E
2. Issuer Name and Ticker or Trading Symbol

HP INC [ HPQ ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chief Operating Officer
(Last)          (First)          (Middle)

1501 PAGE MILL RD, C/O HP
3. Date of Earliest Transaction (MM/DD/YYYY)

12/7/2017
(Street)

PALO ALTO, CA 94304
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   12/7/2017     M    31900.00   (1) A $0.00   133850.00   D    
Common Stock   12/7/2017     F    15919.00   D $20.97   117931.00   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units     (1) 12/7/2017     M         31900.00   (2)     (2)   (2) Common Stock   31900.00   (2)   (2) 61920.00   D    
Restricted Stock Units     (1) 12/7/2017     A      82499.00   (3)        (3)   (3) Common Stock   82499.00     (3) 82499.00   D    
Performance Adjusted Restricted Stock Units     (1) 12/7/2017     A      116054.00   (4)        (4)   (4) Common Stock   116054.00     (4) 116054.00   D    

Explanation of Responses:
(1)  Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of HP common stock.
(2)  On 12/7/2016, the reporting person was granted 92,879 RSUs, 30,959 of which vested on 12/7/2017 and 30,960 of which are scheduled to vest on each of 12/7/2018 and 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 941 vested dividend equivalent rights.
(3)  On 12/7/2017, the reporting person was granted 82,499 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.
(4)  On 12/7/2017, the reporting person was granted 116,054 Performance Adjusted Restricted Stock Units ("PARSUs"), 50% of which will be earned on each of 12/7/2019 and 12/7/2020 subject to certain relative total stockholder return conditions being met as of those dates, and 50% of which will be earned on each of 12/7/2018, 12/7/2019 and 12/7/2020 subject to certain earnings per share conditions being met as of those dates. A portion of the earned units will vest on each of 12/7/2019 and 12/7/2020. Dividend equivalent rights accrue with respect to these PARSUs when and as dividends are paid on HP common stock.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
FLAXMAN JON E
1501 PAGE MILL RD
C/O HP
PALO ALTO, CA 94304


Chief Operating Officer

Signatures
/s/ Katie Colendich as Attorney-in-Fact for Jon Flaxman 12/11/2017
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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