Common Stock Ownership of Certain Beneficial Owners and Management

The following table sets forth information as of December 31, 2016 concerning beneficial ownership by:

  • holders of more than 5% of HP's outstanding shares of common stock;
  • our directors and nominees;
  • each of the named executive officers listed in the Summary Compensation Table on page 47; and
  • all of our directors and executive officers as a group.
  • The information provided in the table is based on our records, information filed with the SEC and information provided to HP, except where otherwise noted.

The number of shares beneficially owned by each entity or individual is determined under SEC rules, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which the entity or individual has sole or shared voting or investment power and also any shares that the entity or individual has the right to acquire as of March 1, 2017 (60 days after December 31, 2016) through the exercise of any stock options, through the vesting/settlement of RSUs payable in shares, or upon the exercise of other rights. Beneficial ownership excludes options or other rights vesting after March 1, 2017 and any RSUs vesting/settling, as applicable, on or before March 1, 2017 that may be payable in cash or shares at HP's election. Unless otherwise indicated, each person has sole voting and investment power (or shares such power with his or her spouse) with respect to the shares set forth in the following table.

Beneficial Ownership Table

Name of Beneficial Owner Shares of Common Stock Beneficially Owned Percent of Common Stock Outstanding
Dodge & Cox(1) 139,751,357 8.2%
BlackRock, Inc.(2) 102,358,472 6.0%
The Vanguard Group(3) 119,565,335 7.0%
 
Aida M. Alvarez *
Shumeet Banerji 45,623 *
Carl Bass 4,234 *
Robert R. Bennett 21,544 *
Charles V. Bergh 4,234 *
Stacy Brown-Philpot 4,234 *
Stephanie A. Burns 4,234 *
Mary Anne Citrino 4,234 *
Rajiv L. Gupta(4) 267,896 *
Stacey Mobley 4,234 *
Subra Suresh 4,234 *
Dion J. Weisler(5) 1,501,902 *
Margaret C. Whitman(6) 5,998,430 *
Jon Flaxman(7) 357,475 *
Tracy S. Keogh(8) 476,108 *
Catherine A. Lesjak(9) 960,465 *
Kim M. Rivera *
All current executive officers and directors as a group (20 persons)(10) 10,529,377 *

* Represents holdings of less than 1% based on 1,703,985,486 shares of our common stock outstanding as of December 31, 2016.

(1) Based on the most recently available Schedule 13G/A filed with the SEC on February 14, 2017 by Dodge & Cox. According to its Schedule 13G/A, Dodge & Cox reported having sole voting power over 132,962,056 shares, shared voting power over no shares, sole dispositive power over 139,751,357 shares and shared dispositive power over no shares. The securities reported on the Schedule 13G/A are beneficially owned by clients of Dodge & Cox, which clients may include investment companies registered under the Investment Company Act of 1940 and other managed accounts, and which clients have the right to receive or the power to direct the receipt of dividends from, and the proceeds from the sale of, HP's stock. The Schedule 13G/A contained information as of December 31, 2016 and may not reflect current holdings of HP's stock. The address of Dodge & Cox is 555 California Street, 40th Floor, San Francisco, CA 94104.

(2) Based on the most recently available Schedule 13G/A filed with the SEC on January 24, 2017 by BlackRock, Inc. According to its Schedule 13G/A, BlackRock, Inc. reported having sole voting power over 85,530,955 shares, shared voting power over 70,320 shares, sole dispositive power over 102,288,152 shares and shared dispositive power over 70,320 shares. The Schedule 13G/A contained information as of December 31, 2016 and may not reflect current holdings of HP's stock. The address of BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055.

(3) Based on the most recently available Schedule 13G/A filed by the Vanguard Group on February 13, 2017. According to its Schedule 13G/A, the Vanguard Group reported having sole voting power over 2,713,198 shares, shared voting power over 312,493 shares, sole dispositive power over 116,576,739 shares, and shared dispositive power over 2,988,596 shares. The Schedule 13G/A contained information as of December 31, 2016 and may not reflect current holdings of HP's stock. The address for the Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355.

(4) Includes 156,280 shares that Mr. Gupta has the right to acquire by exercise of stock options.

(5) Includes 1,162,405 shares that Mr. Weisler has the right to acquire by exercise of stock options.

(6) Includes 66 shares held by Ms. Whitman indirectly through a trust and 5,541,022 shares that Ms. Whitman has the right to acquire by exercise of stock options.

(7) Includes 270,262 shares that Mr. Flaxman has the right to acquire by exercise of stock options.

(8) Includes 265,600 shares that Ms. Keogh has the right to acquire by exercise of stock options.

(9) Includes 306 shares held by Ms. Lesjak's spouse and 697,960 shares that Ms. Lesjak has the right to acquire by exercise of stock options.

(10) Includes 8,093,529 shares that current executive officers and directors have the right to acquire by exercise of stock options.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our directors, executive officers and holders of more than 10% of HP's stock to file reports with the SEC regarding their ownership and changes in ownership of our securities. Based upon our examination of the copies of Forms 3, 4, and 5, and amendments thereto furnished to us and the written representations of our directors, executive officers and 10% stockholders, we believe that, during fiscal 2016, our directors, executive officers and 10% stockholders complied with all Section 16(a) filing requirements.