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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

MacDonald Neil B

(Last)

(First)

(Middle)

C/O HEWLETT PACKARD ENTERPRISE COMPANY

1701 E MOSSY OAKS ROAD

(Street)

SPRING

77389

(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, GM of Compute HPC AI

3. Date of Earliest Transaction (Month/Day/Year)
12/07/2024

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	12/07/2024		A		46,952⁽²⁾	A	$23.95	129,020.719⁽¹⁾	D
Common Stock	12/07/2024		F		23,280	D	$23.95	105,740.719	D
Common Stock	12/07/2024		A		78,780⁽³⁾	A	$23.95	184,520.719	D
Common Stock	12/07/2024		F		39,060	D	$23.95	145,460.719	D
Common Stock	12/07/2024		M		53,142	A	$23.95	198,602.72	D
Common Stock	12/07/2024		F		26,349	D	$23.95	172,253.719	D
Common Stock	12/08/2024		M		46,567	A	$23.95	218,820.72	D
Common Stock	12/08/2024		F		22,055	D	$23.95	196,765.719	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	⁽⁴⁾	10/18/2024		A		195.1696⁽⁵⁾		⁽⁵⁾	⁽⁵⁾	Common Stock	195.1696	⁽⁵⁾	33,959.0085	D
Restricted Stock Units	⁽⁴⁾	12/08/2024		M			46,567⁽⁶⁾	⁽⁶⁾	⁽⁶⁾	Common Stock	46,567	⁽⁶⁾	46,567	D
Restricted Stock Units	⁽⁴⁾	12/07/2024		M			53,142⁽⁷⁾	⁽⁷⁾	⁽⁷⁾	Common Stock	53,142	⁽⁷⁾	106,284	D

Explanation of Responses:

1. The total beneficial ownership includes the acquisition of 7.5860 shares at $20.4968 per share received on 10/21/24 through dividends paid in shares.

2. On 12/09/21 the reporting person was granted PARSUs subject to Non-GAAP Net Income and relative total stockholder return conditions being met at the time of vesting. These PARSUs vest 50% after 2 and 3 years subject to performance and are issued in Issuer's common stock.

3. On 12/08/22 the reporting person was granted PARSUs subject to Non-GAAP Net Income and relative total stockholder return conditions being met at the time of vesting. These PARSUs vest 50% after 2 and 3 years subject to performance and are issued in Issuer's common stock.

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

5. As previously reported, on 12/09/21, the reporting person was granted 97,529 restricted stock units ("RSUs"), 32,509 of which vested on 12/09/22, 32,510 of which vested on 12/09/23, and 31,062 of which will vest on 12/09/24. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on Issuer's common stock. The number of derivative securities in column 5 reflects 195.1696 dividend equivalent rights at $20.69 per RSU credited to the reporting person's account on 10/18/24.

6. As previously reported, on 12/08/22, the reporting person was granted 138,122 RSUs, 46,040 of which vested on 12/08/23, 43,990 of which vested on 12/08/24, and 43,991 of which will vest 12/08/25. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on Issuer's common stock. The number of derivative securities in column 5 reflects 552.8047 dividend equivalent rights at $20.69 per RSU credited to the reporting person's account on 10/18/24. The number of derivative securities in column 5 reflects 2,577 vested dividend equivalent rights and a de minimus adjustment of 0.5926 due to fractional rounding of the dividend equivalent rights.

7. As previously reported, on 12/07/23, the reporting person was granted 155,087 RSUs, 51,695 of which vested on 12/07/24, and 51,696 of which will vest on each of 12/07/25 and 12/07/26. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on Issuer's common stock. The number of derivative securities in column 5 reflects 974.44710 dividend equivalent rights at $20.69 per RSU credited to the reporting person's account on 10/18/24. The number of derivative securities in column 5 reflects 1,447 vested dividend equivalent rights and a de minimus adjustment of 0.19620 due to fractional rounding of the dividend equivalent rights.

	Ki Hoon Kim as Attorney-in-Fact for Neil B MacDonald	12/10/2024
	** Signature of Reporting Person	Date
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