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^*

YOUNGJOHNS ROBERT

(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 and GM, HP Software

3. Date of Earliest Transaction (Month/Day/Year)
05/27/2016

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	05/27/2016		M		45,420	A	$10.07	92,749	D
Common Stock	05/27/2016		S		45,420	D	$17.9354⁽¹⁾	47,329	D
Common Stock	05/27/2016		M		130,632	A	$9.57	177,961	D
Common Stock	05/27/2016		S		130,632	D	$17.9354⁽¹⁾	47,329	D
Common Stock	05/27/2016		S		47,329	D	$17.9354⁽¹⁾	0	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)	$10.07	05/27/2016		M			45,420	09/19/2013⁽²⁾	09/19/2020⁽³⁾	Common Stock	45,420	$0	0	D
Employee Stock Option (Right to Buy)	$9.57	05/27/2016		M			130,632	01/16/2014⁽²⁾	01/16/2021⁽³⁾	Common Stock	130,632	$0	0	D
Restricted Stock Units	⁽⁴⁾	04/06/2016		A		35.4346⁽⁵⁾		⁽⁵⁾	⁽⁵⁾	Common Stock	35.4346	⁽⁵⁾	12,112.427	D
Restricted Stock Units	⁽⁴⁾	04/06/2016		A		106.6498⁽⁶⁾		⁽⁶⁾	⁽⁶⁾	Common Stock	106.6498	⁽⁶⁾	35,960.7487	D
Restricted Stock Units	⁽⁴⁾	04/06/2016		A		117.9407⁽⁷⁾		⁽⁷⁾	⁽⁷⁾	Common Stock	117.9407	⁽⁷⁾	39,589.795	D
Restricted Stock Units	⁽⁴⁾	04/06/2016		A		528.3583⁽⁸⁾		⁽⁸⁾	⁽⁸⁾	Common Stock	528.3583	⁽⁸⁾	173,702.528	D
Restricted Stock Units	⁽⁴⁾	04/06/2016		A		193.3299⁽⁹⁾		⁽⁹⁾	⁽⁹⁾	Common Stock	193.3299	⁽⁹⁾	63,558.9383	D

Explanation of Responses:

1. The price in Column 4 is a weighted average price. The prices actually paid ranged from $17.8850 to $18.0600. 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.

2. This option became exercisable beginning on this date.

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

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

5. As previously reported, on 12/11/13 the reporting person was granted 19,300 restricted stock units ("RSUs"), 6,433 of which vested on 12/11/14, 6,433 of which vested early on 09/17/15, and 11,571 of which will vest on 12/11/16. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on Issuer's common stock. The 35.4346 dividend equivalent rights being reported reflect 35.4346 dividend equivalent rights at $17.96 per RSU credited to the reporting person's account on 04/06/16.

6. As previously reported, on 07/17/14, the reporting person was granted 29,045 RSUs, 9,681 of which vested on 07/17/15, and 17,413 of which will vest on each of 07/17/16 and 07/17/17. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on Issuer's common stock. The 106.6498 dividend equivalent rights being reported reflect 106.6498 dividend equivalent rights at $17.96 per RSU credited to the reporting person's account on 04/06/16.

7. As previously reported, on 12/10/14 the reporting person was granted 32,120 RSUs, 10,706 of which vested early on 09/17/15, and 19,256 of which will vest on 12/10/16, and 19,257 of which will vest on 12/10/17. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on Issuer's common stock. The 117.9407 dividend equivalent rights being reported reflect 117.9407 dividend equivalent rights at $17.96 per RSU credited to the reporting person's account on 04/06/16.

8. As previously reported, on 11/02/15 the reporting person was granted 172,533 RSUs, 57,511 of which will vest on each of 11/02/16, 11/02/17, and 11/02/18. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on Issuer's common stock. The 528.3583 dividend equivalent rights being reported reflect 528.3583 dividend equivalent rights at $17.96 per RSU credited to the reporting person's account on 04/06/16.

9. As previously reported, on 12/09/15 the reporting person was granted 63,131 RSUs, 21,043 of which will vest on 12/09/16, and 21,044 of which will vest on each of 12/09/17 and 12/09/18. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on Issuer's common stock. The 193.3299 dividend equivalent rights being reported reflect 193.3299 dividend equivalent rights at $17.96 per RSU credited to the reporting person's account on 04/06/16.

Remarks:

	Derek Windham as Attorney-in-Fact for Robert Youngjohns	06/01/2016
	** 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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