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^*

STONESIFER TIMOTHY C.

(Last)

(First)

(Middle)

C/O HEWLETT PACKARD ENTERPRISE COMPANY

3000 HANOVER STREET

(Street)

PALO ALTO

94304

(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 & CFO

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2018

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	03/02/2018		S		21,503⁽¹⁾	D	$18.2951⁽²⁾	158,726	D
Common Stock	03/02/2018		M		40,355	A	$9.62	199,081	D
Common Stock	03/02/2018		S		40,355⁽¹⁾	D	$18.2951⁽²⁾	158,726	D
Common Stock	03/02/2018		M		100,000	A	$8.62	258,726	D
Common Stock	03/02/2018		S		100,000⁽¹⁾	D	$18.2951⁽²⁾	158,726	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)
Employee Stock Option (Right to Buy)	$9.62	03/02/2018		M			40,355	03/14/2015⁽³⁾	03/14/2022⁽⁴⁾	Common Stock	40,355	$0	0	D
Employee Stock Option (Right to Buy)	$8.62	03/02/2018		M			100,000	11/02/2016⁽³⁾	11/02/2023⁽⁴⁾	Common Stock	100,000	$0	263,278	D
Restricted Stock Units	⁽⁵⁾	01/03/2018		A		457.1429⁽⁶⁾		⁽⁶⁾	⁽⁶⁾	Common Stock	457.1429	⁽⁶⁾	93,541.1672	D
Restricted Stock Units	⁽⁵⁾	01/03/2018		A		197.5153⁽⁷⁾		⁽⁷⁾	⁽⁷⁾	Common Stock	197.5153	⁽⁷⁾	39,949.5153	D
Restricted Stock Units	⁽⁵⁾	01/03/2018		A		144.5459⁽⁸⁾		⁽⁸⁾	⁽⁸⁾	Common Stock	144.5459	⁽⁸⁾	29,234.5459	D
Restricted Stock Units	⁽⁵⁾	01/03/2018		A		463.8571⁽⁹⁾		⁽⁹⁾	⁽⁹⁾	Common Stock	463.8571	⁽⁹⁾	92,709.8571	D
Restricted Stock Units	⁽⁵⁾	01/03/2018		A		807.2857⁽¹⁰⁾		⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	807.2857	⁽¹⁰⁾	159,035.285	D

Explanation of Responses:

1. The sales reported on this Form 4 were effectuated pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on 02/26/18.

2. The price in Column 4 is a weighted average price. The prices actually paid ranged from $18.16 to $18.52. 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. This option became exercisable beginning on this date.

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

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

6. As previously reported, on 05/27/15, the reporting person was granted 88,810 Restricted Stock Units ("RSUs"), 53,242 of which vested on 05/27/16, 70,102 of which vested on 05/27/17, and 89,600 of which will vest on 05/27/18. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on Issuer's common stock. Also included is 457.1429 dividend equivalent rights at $14.70 per RSU credited to the reporting person's account on 01/03/18. Unvested RSUs in this footnote reflect post spin-off conversion adjustments previously reported.

7. As previously reported, on 11/02/15, the reporting person was granted 69,013 RSUs, 23,004 of which vested on 11/02/16, 38,713 of which vested on 11/02/17, and 38,713 of which will vest on 11/02/18. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on Issuer's common stock. Also included is 197.5153 dividend equivalent rights at $14.70 per RSU credited to the reporting person's account on 01/03/18. Unvested RSUs in this footnote reflect post spin-off conversion adjustments previously reported.

8. As previously reported, on 12/09/15, the reporting person was granted 50,505 RSUs, 16,835 of which vested on 12/09/16, 28,331 of which vested on 12/09/17, and 28,331 of which will vest on 12/09/18. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on Issuer's common stock. Also included is 144.5459 dividend equivalent rights at $14.70 per RSU credited to the reporting person's account on 01/03/18. Unvested RSUs in this footnote reflect post spin-off conversion adjustments previously reported.

9. As previously reported, on 12/07/16, the reporting person was granted 81,037 RSUs, 45,458 of which vested on 12/07/17, and 45,458 of which will vest on each of 12/07/18 and 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 is 463.8571 dividend equivalent rights at $14.70 per RSU credited to the reporting person's account on 01/03/18. Unvested RSUs in this footnote reflect post spin-off conversion adjustments previously reported.

10. As previously reported, on 12/07/17, the reporting person was granted 158,228 RSUs, 52,742 of which will vest on 12/07/18, and 52,743 of which will vest on each of 12/07/19 and 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 is 807.2857 dividend equivalent rights at $14.70 per RSU credited to the reporting person's account on 01/03/18. Unvested RSUs in this footnote reflect post spin-off conversion adjustments previously reported.

Remarks:

	Derek Windham as Attorney-in-Fact for Timothy C. Stonesifer	03/06/2018
	** Signature of Reporting Person	Date
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