SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SCHULTZ JOHN F

(Last)

(First)

(Middle)

C/O HEWLETT PACKARD ENTERPRISE COMPANY

6280 AMERICA CENTER DRIVE

(Street)

SAN JOSE

95002

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Hewlett Packard Enterprise Co [ HPE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, CLAA & SEC

3. Date of Earliest Transaction (Month/Day/Year)
02/21/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/21/2019		M		68,798	A	$8.92	400,400.888	D
Common Stock	02/21/2019		S		68,798⁽¹⁾	D	$16.2591⁽²⁾	331,602.888	D
Common Stock	02/21/2019		M		249,754	A	$8.62	581,356.888	D
Common Stock	02/21/2019		S		249,754⁽¹⁾	D	$16.2591⁽²⁾	331,602.888	D
Common Stock	02/21/2019		M		159,457	A	$8.83	491,059.888	D
Common Stock	02/21/2019		S		159,457⁽¹⁾	D	$16.2591⁽²⁾	331,602.888	D
Common Stock	02/21/2019		M		111,816	A	$14.67	443,418.888	D
Common Stock	02/21/2019		S		111,816⁽¹⁾	D	$16.2591⁽²⁾	331,602.888	D
Common Stock	02/22/2019		M		33,797	A	$8.92	365,399.888	D
Common Stock	02/22/2019		S		33,797⁽¹⁾	D	$16.5	331,602.888	D
Common Stock	02/22/2019		M		52,590	A	$8.62	384,192.888	D
Common Stock	02/22/2019		S		52,590⁽¹⁾	D	$16.5	331,602.888	D
Common Stock	02/22/2019		M		36,048	A	$8.83	367,650.888	D
Common Stock	02/22/2019		S		36,048⁽¹⁾	D	$16.5	331,602.888	D
Common Stock	02/22/2019		M		34,393	A	$14.67	365,995.888	D
Common Stock	02/22/2019		S		34,393⁽¹⁾	D	$16.5	331,602.888	D
Common Stock	02/22/2019		S		34,177⁽¹⁾	D	$16.5	297,425.888	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽³⁾	01/02/2019		A		261.2156⁽⁴⁾		⁽⁴⁾	⁽⁴⁾	Common Stock	261.2156	⁽⁴⁾	32,714.2156	D
Restricted Stock Units	⁽³⁾	01/02/2019		A		783.6971⁽⁵⁾		⁽⁵⁾	⁽⁵⁾	Common Stock	783.6971	⁽⁵⁾	96,778.6971	D
Restricted Stock Units	⁽³⁾	01/02/2019		A		932.187⁽⁶⁾		⁽⁶⁾	⁽⁶⁾	Common Stock	932.187	⁽⁶⁾	112,463.187	D
Employee Stock Option (Right to Buy)	$8.92	02/21/2019		M			68,798	12/11/2014⁽⁷⁾	12/11/2021⁽⁸⁾	Common Stock	68,798	$0	68,799	D
Employee Stock Option (Right to Buy)	$8.62	02/21/2019		M			249,754	11/02/2016⁽⁷⁾	11/02/2023⁽⁸⁾	Common Stock	249,754	$0	249,754	D
Employee Stock Option (Right to Buy)	$8.83	02/21/2019		M			159,457	12/09/2016⁽⁷⁾	12/09/2023⁽⁸⁾	Common Stock	159,457	$0	159,457	D
Employee Stock Option (Right to Buy)	$14.67	02/21/2019		M			111,816	12/07/2017⁽⁷⁾	12/07/2024⁽⁸⁾	Common Stock	111,816	$0	223,632	D
Employee Stock Option (Right to Buy)	$8.92	02/22/2019		M			33,797	12/11/2014⁽⁷⁾	12/11/2021⁽⁸⁾	Common Stock	33,797	$0	35,002	D
Employee Stock Option (Right to Buy)	$8.62	02/22/2019		M			52,590	11/02/2016⁽⁷⁾	11/02/2023⁽⁸⁾	Common Stock	52,590	$0	197,164	D
Employee Stock Option (Right to Buy)	$8.83	02/22/2019		M			36,048	12/09/2016⁽⁷⁾	12/09/2023⁽⁸⁾	Common Stock	36,048	$0	123,409	D
Employee Stock Option (Right to Buy)	$14.67	02/22/2019		M			34,393	12/07/2017⁽⁷⁾	12/07/2024⁽⁸⁾	Common Stock	34,393	$0	189,239	D

Explanation of Responses:

1. The sale reported on this Form 4 was effectuated pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on 12/18/18.

2. The price in Column 4 is a weighted average price. The prices actually paid ranged from $16.25 to $16.29. Upon request, the reporting person will provide to the Issuer, any security holder of the Issuer, or the SEC staff information regarding the number of shares purchased at each price within the range.

3. Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock.

4. As previously reported, on 12/07/16 the reporting person was granted 55,713 Restricted Stock Units ("RSUs"), 31,251 of which vested on 12/07/17, 31,253 of which vested on 12/07/18, and 31,253 of which will vest on 12/07/19. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on Issuer's common stock. Also included are 261.2156 dividend equivalent rights at $13.46 per RSU credited to the reporting person's account on 01/02/19. RSUs in this footnote, and the amount in column 5 reflect the conversion adjustment previously reported.

5. As previously reported, on 12/07/17 the reporting person was granted 140,647 RSUs, 46,882 of which vested on 12/07/18, 46,882 of which will vest on 12/07/19, and 46,883 of which will vest on 12/07/20. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on Issuer's common stock. Also included are 783.6971 dividend equivalent rights at $13.46 per RSU credited to the reporting person's account on 01/02/19.

6. As previously reported, on 12/10/18 the reporting person was granted 111,531 RSUs, 37,177 of which will vest on each of 12/10/19, 12/10/20, and 12/10/21. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on Issuer's common stock. Also included are 932.1870 dividend equivalent rights at $13.46 per RSU credited to the reporting person's account on 01/02/19.

7. This option became exercisable beginning on this date.

8. This option is no longer exercisable beginning on this date.

Remarks:

	Derek Windham as Attorney-in-Fact for John F. Schultz	02/25/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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