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 *

BRAMLEY CLAIRE
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)
Controller
(Last)          (First)          (Middle)

HP INC., 1501 PAGE MILL ROAD
3. Date of Earliest Transaction (MM/DD/YYYY)

12/6/2019
(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 12/7/2019  M  32953.00 A$0.00 32953.00 D  
Common Stock 12/7/2019  F  16342.00 (1)D$20.50 16611.00 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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units  (2)12/6/2019  A   39024.00     (3) (3)Common Stock 39024.00  (3)39024.00 D  
Restricted Stock Units  (2)12/7/2019  M     7502.00   (4) (4)Common Stock 7502.00  (4)14537.00 D  
Restricted Stock Units  (2)12/7/2019  M     12003.00   (5) (5)Common Stock 12003.00  (5)23260.00 D  
Restricted Stock Units  (2)12/7/2019  M     6718.00   (6) (6)Common Stock 6718.00  (6)6359.00 D  
Restricted Stock Units  (2)12/7/2019  M     6730.00   (7) (7)Common Stock 6730.00  (7)0.00 D  

Explanation of Responses:
(1) 16,342 shares were withheld by HP to satisfy tax withholding on vesting of Restricted Stock Units ("RSUs").
(2) Each RSU represents a contingent right to receive one share of HP common stock.
(3) On 12/6/2019, the reporting person was granted 39,024 RSUs, one-third of which vest annually over three years on each of 12/7/2020, 12/7/2021 and 12/7/2022. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock.
(4) On 12/7/2018, the reporting person was granted 21,805 RSUs, 7,268 of which vested on 12/7/2019, 7,268 of which are scheduled to vest on 12/7/2020, and 7,269 of which are scheduled to vest on 12/7/2021. 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 234 vested dividend equivalent rights.
(5) On 12/7/2018, the reporting person was granted 34,889 RSUs, 11,629 of which vested on 12/7/2019, and 11,630 of which are scheduled to vest on each of 12/7/2020 and 12/7/2021. 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 374 vested dividend equivalent rights.
(6) On 12/7/2017, the reporting person was granted 19,075 RSUs, 6,358 of which vested on each of 12/7/2018 and 12/7/2019, and 6,359 of which are scheduled to vest on 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 360 vested dividend equivalent rights.
(7) On 12/7/2016, the reporting person was granted 18,576 RSUs, 6,192 of which vested on each of 12/7/2017, 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 538 vested dividend equivalent rights.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
BRAMLEY CLAIRE
HP INC.
1501 PAGE MILL ROAD
PALO ALTO, CA 94304


Controller

Signatures
/s/ Katie Colendich as Attorney-in-Fact for BRAMLEY CLAIRE12/10/2019
**Signature of Reporting PersonDate

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