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^*

Mottram Phil

(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, Intelligent Edge

3. Date of Earliest Transaction (Month/Day/Year)
12/07/2023

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								5,908	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	⁽¹⁾	07/14/2023		A		237.5425⁽²⁾		⁽²⁾	⁽²⁾	Common Stock	237.5425	⁽²⁾	18,092.3869	D
Restricted Stock Units	⁽¹⁾	07/14/2023		A		225.4798⁽³⁾		⁽³⁾	⁽³⁾	Common Stock	225.4798	⁽³⁾	16,898.4798	D
Restricted Stock Units	⁽¹⁾	07/14/2023		A		935.9481⁽⁴⁾		⁽⁴⁾	⁽⁴⁾	Common Stock	935.9481	⁽⁴⁾	69,077.6666	D
Restricted Stock Units	⁽¹⁾	07/14/2023		A		1,988.2347⁽⁵⁾		⁽⁵⁾	⁽⁵⁾	Common Stock	1,988.2347	⁽⁵⁾	142,159.5866	D
Restricted Stock Units	⁽¹⁾	12/07/2023		A		155,087⁽⁶⁾		⁽⁶⁾	⁽⁶⁾	Common Stock	155,087	⁽⁶⁾	155,087	D

Explanation of Responses:

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

2. As previously reported, on 12/10/20 the reporting person was granted 49,505 restricted stock units ("RSUs"), 16,501 of which vested on 12/10/21, 16,502 of which vested on 12/10/22, and 16,502 of which will vest on 12/10/23. 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 includes 117.3823 dividend equivalent rights at $16.87 per RSU credited to the reporting person's account on 07/14/23, and 120.1602 dividend equivalent rights at $16.48 per RSU credited to the reporting person's account on 10/13/23.

3. As previously reported, on 05/28/21 the reporting person was granted 46,992 RSUs, 15,664 of which vested on 05/28/22, 15,664 of which vested on 05/28/23, and 15,664 of which will vest on 05/28/24. 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 includes 111.4215 dividend equivalent rights at $16.87 per RSU credited to the reporting person's account on 07/14/23, and 114.0583 dividend equivalent rights at $16.48 per RSU credited to the reporting person's account on 10/13/23.

4. As previously reported, on 12/09/21 the reporting person was granted 97,529 RSUs, 32,509 of which vested on 12/09/22, and 32,510 of which will vest on each of 12/09/23 and 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 includes 462.5015 dividend equivalent rights at $16.87 per RSU credited to the reporting person's account on 07/14/23, and 473.4466 dividend equivalent rights at $16.48 per RSU credited to the reporting person's account on 10/13/23.

5. As previously reported, on 12/08/22, the reporting person was granted 138,122 RSUs, 46,040 of which will vest on 12/08/23, and 46,041 of which will vest on each of 12/08/24 and 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 includes 982.4920 dividend equivalent rights at $16.87 per RSU credited to the reporting person's account on 07/14/23, and 1,005.7427 dividend equivalent rights at $16.48 per RSU credited to the reporting person's account on 10/13/23.

6. On 12/07/23, the reporting person was granted 155,087 RSUs, 51,695 of which will vest 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.

	Ki Hoon Kim Attorney-in-Fact for Philip J. Mottram	12/11/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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