Securities Registration (section 12(b)) (8-a12b)
20 Febbraio 2020 - 11:18PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES
OF SECURITIES
Pursuant to Section 12(b) or (g) of
the
Securities Exchange Act of 1934
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HP Inc.
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(Exact Name of Registrant as
Specified in its Charter)
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Delaware
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94-1081436
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(State of Incorporation or Organization)
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(IRS Employer
Identification Number)
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1501 PAGE MILL ROAD
PALO ALTO, CA
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94304
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(Address of Principal Executive Offices)
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(Zip Code)
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If this form relates to the registration
of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c),
please check the following box: ☒
If this form relates to the registration
of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d),
please check the following box: ☐
Securities Act registration statement
file number to which this form relates: N/A
Securities to be registered pursuant
to Section 12(b) of the Act:
Title of Each Class to be so Registered
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Name
of Each Exchange on Which
Each Class is to be Registered
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Preferred Share Purchase Rights
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New York Stock Exchange
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Securities to be registered pursuant
to Section 12(g) of the Act:
None
(Title of Each Class)
Item 1. Description of Securities To Be Registered.
On February 20, 2020, the Board
of Directors (the “Board”) of HP Inc. (“HP”), a Delaware corporation, declared a dividend of one preferred
share purchase right (“Right”) for each outstanding share of common stock, par value $0.01 per share, of HP (“HP
Common Stock”), and adopted a shareholder rights plan, as set forth in the Rights Agreement, dated as of February 20, 2020
(the “Rights Agreement”), by and between HP and Equiniti Trust Company, as rights agent. The dividend is payable on
March 2, 2020 to HP shareholders of record as of the close of business on March 2, 2020.
Each Right will allow its holder
to purchase from HP one one-hundredth of a share of Series A Junior Participating Preferred Stock, par value $0.01 per share, for
$100, once the Rights become exercisable.
The Rights are in all respects
subject to and governed by the provisions of the Rights Agreement, which is incorporated herein by reference. The description of
the Rights is incorporated herein by reference to the description set forth under Items 1.01, 3.03 and 5.03 of HP’s Current
Report on Form 8-K filed on February 20, 2020 and is qualified in its entirety by reference to the full text of the Rights
Agreement.
Item 2. Exhibits.
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3.1
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Certificate of Designations of Series A Junior Participating Preferred Stock of HP Inc. (incorporated by reference to Exhibit
3.1 to HP Inc.’s Form 8-K filed on February 20, 2020).
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4.1
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Rights Agreement, dated as of February 20, 2020, by and between HP Inc. and Equiniti Trust Company, as rights agent, which
includes the form of Right Certificate as Exhibit B and the Summary of Rights to Purchase Preferred Shares as Exhibit C (incorporated
by reference to Exhibit 4.1 to HP Inc.’s Form 8-K filed on February 20, 2020).
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SIGNATURE
Pursuant to the requirements of Section
12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf
by the undersigned, thereto duly authorized.
Dated: February 20, 2020
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HP INC.
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By:
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/s/ Ruairidh Ross
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Name: Ruairidh Ross
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Title: Deputy General Counsel and Assistant Secretary
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