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^*

MacDonald Neil B

(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)
	SVP, GM of Compute

3. Date of Earliest Transaction (Month/Day/Year)
10/23/2020

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	10/23/2020		M		13,047	A	$9.48	15,704.333⁽¹⁾	D
Common Stock	10/23/2020		F		4,512	D	$9.48	11,192.333	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	⁽²⁾	07/01/2020		A		96.78⁽³⁾		⁽³⁾	⁽³⁾	Common Stock	96.78	⁽³⁾	4,250.9385	D
Restricted Stock Units	⁽²⁾	07/01/2020		A		412.15⁽⁴⁾		⁽⁴⁾	⁽⁴⁾	Common Stock	412.15	⁽⁴⁾	17,716.7228	D
Restricted Stock Units	⁽²⁾	10/23/2020		M			13,047⁽⁵⁾	⁽⁵⁾	⁽⁵⁾	Common Stock	13,047	⁽⁵⁾	26,091	D
Restricted Stock Units	⁽²⁾	07/01/2020		A		868.79⁽⁶⁾		⁽⁶⁾	⁽⁶⁾	Common Stock	868.79	⁽⁶⁾	36,283.3997	D

Explanation of Responses:

1. The total beneficial ownership includes the acquisition of 12.7680 shares at $9.42 per share received on 07/01/20 through dividends paid in shares and 12.9110 shares at $9.77 per share received on 10/07/20 through dividends paid in shares.

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

3. As previously reported, on 12/07/17, the reporting person was granted 11,603 restricted stock units ("RSUs"), 3,867 of which vested on 12/07/18, 3,868 of which vested on 12/07/19, and 3,868 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 49.2739 dividend equivalent rights at $9.42 per RSU credited to the reporting person's account on 07/01/20; and 47.5087 dividend equivalent rights at $9.77 per RSU credited to the reporting person's account on 10/07/20.

4. As previously reported, on 12/10/18, the reporting person was granted 24,708 RSUs, 8,236 of which vested on 12/10/19, and 8,236 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 209.8344 dividend equivalent rights at $9.42 per RSU credited to the reporting person's account on 07/01/20; and 202.3173 dividend equivalent rights at $9.77 per RSU credited to the reporting person's account on 10/07/20.

5. As previously reported, on 10/23/19, the reporting person was granted 37,453 RSUs, 12,484 of which vested on 10/23/20, 12,484 of which will vest on 10/23/21, and 12,485 of which will vest on 10/23/22. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on Issuer's common stock. Also included are 477.1083 dividend equivalent rights at $9.42 per RSU credited to the reporting person's account on 07/01/20; and 460.0164 dividend equivalent rights at $9.77 per RSU credited to the reporting person's account on 10/07/20. The number of derivative securities in column 5 includes 563 vested dividend equivalent rights and a de minimus adjustment of 0.7911 due to fractional rounding of the dividend equivalent rights.

6. As previously reported, on 12/10/19, the reporting person was granted 34,722 RSUs, 11,574 of which will vest on each of 12/10/20, 12/10/21, and 12/10/22. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on Issuer's common stock. Also included are 442.3185 dividend equivalent rights at $9.42 per RSU credited to the reporting person's account on 07/01/20; and 426.4729 dividend equivalent rights at $9.77 per RSU credited to the reporting person's account on 10/07/20.

Remarks:

	Derek Windham as Attorney-in-Fact for Neil B MacDonald	10/26/2020
	** 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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