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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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Schedule TO

(Amendment No. 3)
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934

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3PAR INC.
(Name of Subject Company (Issuer))

Rio Acquisition Corporation
and
Hewlett-Packard Company
(Names of Filing Persons (Offerors))

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Common Stock, par value $0.001 per share
(Title of Class of Securities)

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88580F 10 9
(CUSIP Number of Class of Securities)

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Paul T. Porrini
Vice President, Deputy General Counsel & Assistant Secretary
Hewlett-Packard Company
3000 Hanover Street
Palo Alto, California 94304
(650) 857-1501
(Name, Address and Telephone Numbers of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)

CALCULATION OF FILING FEE

*

For purposes of calculating the filing fee pursuant to Rule 0-11(d) only, the Transaction Valuation was calculated on the basis of (i) 63,278,384 outstanding shares of 3PAR common stock and 1,123,294 outstanding restricted stock units by $33.00 per share, which is the offer price, plus (ii) $260,394,616, which is the intrinsic value of the outstanding options (i.e., the excess of $33.00 over the per share exercise price).

**

The filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, and Fee Rate Advisory #4 for fiscal year 2010, issued December 17, 2009, by multiplying the transaction value by .00007130.

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Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

o

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

ý

third-party tender offer subject to Rule 14d-1.

o

issuer tender offer subject to Rule 13e-4.

o

going-private transaction subject to Rule 13e-3.

o

amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer:    o

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        This Amendment No. 3 to the Tender Offer Statement on Schedule TO (this "Amendment No. 3"), filed with the Securities and Exchange Commission (the "SEC") on September 7, 2010, amends the Tender Offer Statement on Schedule TO (as amended and restated, the "Schedule TO") filed with the SEC on August 27, 2010 by Rio Acquisition Corporation, a Delaware corporation ("Purchaser") and a wholly-owned subsidiary of Hewlett-Packard Company, a Delaware corporation ("HP"), and HP. The Schedule TO relates to the offer by Purchaser to purchase all outstanding shares of common stock, par value $0.001 per share (the "Shares") of 3PAR Inc., a Delaware corporation ("3PAR"), at a price of $33.00 per Share, net to the seller in cash without interest thereon and subject to reduction for any federal back-up withholding or other taxes. All capitalized terms used in this Amendment No. 3 and not otherwise defined have the respective meanings ascribed to them in the Second Amended and Restated Offer to Purchase (the "Second A&R Offer to Purchase"), dated September 7, 2010 and in the related Second Amended and Restated Letter of Transmittal, as amended or supplemented from time to time, copies of which are attached to the Schedule TO as Exhibits (a)(1)(Q) and (a)(1)(R), respectively.

        The information in the Second A&R Offer to Purchase and related Second Amended and Restated Letter of Transmittal is incorporated into this Amendment No. 3 by reference to all of the applicable items in the Schedule TO, except that such information is hereby amended and supplemented to the extent provided herein.

Item 1.    Summary Term Sheet.

        The information set forth in the section of the Second A&R Offer to Purchase entitled "Summary Term Sheet" is incorporated herein by reference.

Item 2.    Subject Company Information.

        (c) The information set forth in Section 6—"Price Range of Shares; Dividends" of the Second A&R Offer to Purchase is incorporated herein by reference.

Item 4.    Terms of the Transaction.

        The information set forth in the Second A&R Offer to Purchase is incorporated herein by reference.

Item 5.    Past Contacts, Transactions, Negotiations and Agreements.

        The information set forth in the sections of the Second A&R Offer to Purchase entitled "Summary Term Sheet" and "Introduction," and Section 11—"Background of the Offer" of the Second A&R Offer to Purchase is incorporated herein by reference.

Item 6.    Purposes of the Transaction and Plans or Proposals.

        The information set forth in the sections of the Second A&R Offer to Purchase entitled "Summary Term Sheet" and "Introduction," and Sections 6 and 12—"Price Range of Shares; Dividends" and "Purpose of the Offer and Plans for 3PAR; Merger Agreement" of the Second A&R Offer to Purchase is incorporated herein by reference.

Item 7.    Source and Amount of Funds or Other Consideration.

        The information set forth in Section 12—"Source and Amount of Funds" of the Second A&R Offer to Purchase is incorporated herein by reference.

Item 9.    Persons/Assets Retained, Employed, Compensated or Used.

        The information set forth in the in the section of the Second A&R Offer to Purchase entitled "Introduction" and Sections 10 and 16—"Background of the Offer" and "Fees and Expenses" of the Second A&R Offer to Purchase is incorporated herein by reference.

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Item 11.    Additional Information.

        (a)(1) The information set forth in Section 10—"Background of Offer" of the Second A&R Offer to Purchase is incorporated herein by reference.

        (a)(2),(3) The information set forth in Sections 11, 13 and 15—"Purpose of the Offer and Plans for 3PAR; Merger Agreement," "Conditions of the Offer" and "Certain Legal Matters" of the Offer to Purchase is incorporated herein by reference.

        (a)(4) The information set forth in Section 12—"Source and Amount of Funds" of the Second A&R Offer to Purchase is incorporated herein by reference.

        (b) The information set forth in the Second A&R Offer to Purchase is incorporated herein by reference.

Item 12.    Exhibits.

Item 13.    Information Required by Schedule 13E-3.

        Not applicable.

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SIGNATURE

        After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: September 7, 2010

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EXHIBIT INDEX

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Item 1. Summary Term Sheet.
Item 2. Subject Company Information.
Item 4. Terms of the Transaction.
Item 5. Past Contacts, Transactions, Negotiations and Agreements.
Item 6. Purposes of the Transaction and Plans or Proposals.
Item 7. Source and Amount of Funds or Other Consideration.
Item 9. Persons/Assets Retained, Employed, Compensated or Used.
Item 11. Additional Information.
Item 12. Exhibits.
Item 13. Information Required by Schedule 13E-3.

SIGNATURE
EXHIBIT INDEX