Common Stock Ownership of Certain Beneficial Owners and Management

The following table sets forth information as of December 31, 2017 (or as of the date otherwise indicated below) 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 45; 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, 2018 (60 days after December 31, 2017) 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, 2018 and any RSUs vesting/settling, as applicable, on or before March 1, 2018 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)

 

84,240,797

   

5.1%

BlackRock, Inc.(2)

 

109,695,755

   

6.7%

The Vanguard Group(3)

 

126,798,340

   

7.7%

           

Aida M. Alvarez

 

18,924

   

*

Shumeet Banerji

 

28,000

   

*

Robert R. Bennett

 

39,607

   

*

Charles “Chip” V. Bergh

 

52,778

   

*

Stacy Brown-Philpot

 

22,541

   

*

Stephanie A. Burns

 

31,328

   

*

Mary Anne Citrino

 

90,808

   

*

Stacey Mobley

 

22,542

   

*

Subra Suresh

 

4,293

   

*

Dion J. Weisler(4)

 

856,922

   

*

Ron V. Coughlin(5)

 

551,602

   

*

Jon Flaxman(6)

 

348,479

   

*

Catherine A. Lesjak(7)

 

786,410

   

*

Enrique J. Lores(8)

 

643,608

   

*

All current executive officers and directors as a group (17 persons)(9)

 

4,096,698

   

*

  • Represents holdings of less than 1% based on shares of our common stock outstanding as of December 31, 2017.
  1. Based on the most recently available Schedule 13G/A filed with the SEC on February 13, 2018 by Dodge & Cox. According to its Schedule 13G/A, Dodge & Cox reported having sole voting power over 79,153,502 shares, shared voting power over no shares, sole dispositive power over 84,240,797 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, 2017 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 25, 2018 by BlackRock, Inc. According to its Schedule 13G/A, BlackRock, Inc. reported having sole voting power over 92,235,538 shares, shared voting power over 0 shares, sole dispositive power over 109,695,755 shares and shared dispositive power over 0 shares. The Schedule 13G/A contained information as of December 31, 2017 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 9, 2018. According to its Schedule 13G/A, the Vanguard Group reported having sole voting power over 2,359,901 shares, shared voting power over 369,236 shares, sole dispositive power over 124,138,751 shares, and shared dispositive power over 2,659,589 shares. The Schedule 13G/A contained information as of December 31, 2017 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 184,510 shares that Mr. Weisler has the right to acquire by exercise of stock options.
  5. Includes 405,836 shares that Mr. Coughlin has the right to acquire by exercise of stock options.
  6. Includes 206,917 shares that Mr. Flaxman has the right to acquire by exercise of stock options.
  7. Includes 306 shares held by Ms. Lesjak’s spouse and 588,909 shares that Ms. Lesjak has the right to acquire by exercise of stock options.
  8. Includes 530,149 shares that Mr. Lores has the right to acquire by exercise of stock options.
  9. Includes 2,401,394 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 solely 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 2017, our directors, executive officers and 10% stockholders complied with all Section 16(a) filing requirements, except as follows:

  • One Form 4 report has been inadvertently filed late for one of our executive officers, Enrique Lores, with respect to three transactions.
  • Two Form 4 reports have been inadvertently filed late for one of our executive officers, Dion J. Weisler, with respect to four transactions.
  • Two Form 4 reports have been inadvertently filed late for one of our executive officers, Catherine A. Lesjak, with respect to four transactions.
  • Two Form 4 reports have been inadvertently filed late for one of our executive officers, Tracy S. Keogh, with respect four transactions.
  • One Form 4 report has been inadvertently filed late for one of our Section 16 officers, Marie Myers, with respect to two transactions.
  • One Form 4 report has been inadvertently filed late for one of our executive officers, Ron V. Coughlin, with respect to two transactions.
  • One Form 4 report has been inadvertently filed late for one of our executive officers, Jon E. Flaxman, with respect to two transactions.