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^*

Davis Philip

(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)
	CSO, Pres Hybrid IT

3. Date of Earliest Transaction (Month/Day/Year)
06/05/2019

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	06/05/2019		S		16,412⁽¹⁾	D	$14.3252⁽²⁾	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)
Restricted Stock Units	⁽³⁾	04/03/2019		A		103.6349⁽⁴⁾		⁽⁴⁾	⁽⁴⁾	Common Stock	103.6349	⁽⁴⁾	15,422.9507	D
Restricted Stock Units	⁽³⁾	04/03/2019		A		76.2374⁽⁵⁾		⁽⁵⁾	⁽⁵⁾	Common Stock	76.2374	⁽⁵⁾	11,319.0117	D
Restricted Stock Units	⁽³⁾	04/03/2019		A		173.9456⁽⁶⁾		⁽⁶⁾	⁽⁶⁾	Common Stock	173.9456	⁽⁶⁾	25,758.9456	D
Restricted Stock Units	⁽³⁾	04/03/2019		A		347.1672⁽⁷⁾		⁽⁷⁾	⁽⁷⁾	Common Stock	347.1672	⁽⁷⁾	50,830.4919	D
Restricted Stock Units	⁽³⁾	04/03/2019		A		998.2831⁽⁸⁾		⁽⁸⁾	⁽⁸⁾	Common Stock	998.2831	⁽⁸⁾	146,164.824	D
Restricted Stock Units	⁽³⁾	04/03/2019		A		852.5158⁽⁹⁾		⁽⁹⁾	⁽⁹⁾	Common Stock	852.5158	⁽⁹⁾	121,966.407	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 05/30/19.

2. The price in Column 4 is a weighted average price. The prices actually paid ranged from $14.25 to $14.35. 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 06/22/16 the reporting person was granted 29,201 Restricted Stock Units ("RSUs"), 14,600 of which vested on 06/22/18, and 14,601 of which will vest on 06/22/19. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on Issuer's common stock. Also included are 103.6349 dividend equivalent rights at $15.85 per RSU credited to the reporting person's account on 04/03/19. Unvested RSUs in this footnote reflect post spin-off conversion adjustments previously reported.

5. As previously reported, on 12/07/16 the reporting person was granted 32,217 RSUs, 10,738 of which vested on 12/07/17, 10,738 of which vested on 12/07/18, and 10,741 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 76.2374 dividend equivalent rights at $15.85 per RSU credited to the reporting person's account on 04/03/19. Unvested RSUs in this footnote reflect post spin-off conversion adjustments previously reported.

6. As previously reported, on 01/24/17 the reporting person was granted 73,519 RSUs, 24,505 of which vested on 01/24/18, 24,507 of which vested on 01/24/19, and 24,507 of which will vest on 01/24/20. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on Issuer's common stock. Also included are 173.9456 dividend equivalent rights at $15.85 per RSU credited to the reporting person's account on 04/03/19. Unvested RSUs in this footnote reflect post spin-off conversion adjustments previously reported.

7. As previously reported, on 09/20/17 the reporting person was granted 73,368 RSUs, 24,456 of which vested on 09/20/18, and 24,456 of which will vest on each of 09/20/19 and 09/20/20. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on Issuer's common stock. Also included are 347.1672 dividend equivalent rights at $15.85 per RSU credited to the reporting person's account on 04/03/19.

8. As previously reported, on 12/07/17 the reporting person was granted 210,970 RSUs, 70,323 of which vested on 12/07/18, 70,323 of which will vest on 12/07/19, and 70,324 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 998.2831 dividend equivalent rights at $15.85 per RSU credited to the reporting person's account on 04/03/19.

9. As previously reported, on 12/10/18 the reporting person was granted 120,110 RSUs, 40,036 of which will vest on 12/10/19, and 40,037 of which will vest on each of 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 852.5158 dividend equivalent rights at $15.85 per RSU credited to the reporting person's account on 04/03/19.

Remarks:

	Derek Windham as Attorney-in-Fact for Philip Davis	06/05/2019
	** 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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