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^*

Rothman Irv

(Last)

(First)

(Middle)

C/O HEWLETT PACKARD ENTERPRISE COMPANY

11445 COMPAQ CENTER DRIVE WEST

(Street)

HOUSTON

77070

(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)
	President Financial Services

3. Date of Earliest Transaction (Month/Day/Year)
12/07/2020

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	12/07/2020		M		12,886	A	$12.08	28,573	D
Common Stock	12/07/2020		F		4,139	D	$12.08	24,434	D
Common Stock	12/07/2020		A		11,075⁽¹⁾	A	$12.08	35,509	D
Common Stock	12/07/2020		F		4,699	D	$12.08	30,810	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⁾	12/07/2020		M			12,886⁽³⁾	⁽³⁾	⁽³⁾	Common Stock	12,886	⁽³⁾	0	D
Restricted Stock Units	⁽²⁾	01/02/2020		A		737.44⁽⁴⁾		⁽⁴⁾	⁽⁴⁾	Common Stock	737.44	⁽⁴⁾	17,660.44	D
Restricted Stock Units	⁽²⁾	01/02/2020		A		1,561.3997⁽⁵⁾		⁽⁵⁾	⁽⁵⁾	Common Stock	1,561.3997	⁽⁵⁾	36,283.3997	D

Explanation of Responses:

1. On 12/10/18 the reporting person was granted PARSUs subject to Non-GAAP Net Income and relative total stockholder return conditions being met at the time of vesting. These PARSUs vest 50% after 2 and 3 years subject to performance, and are issued in Issuer's common stock.

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 35,162 Restricted Stock Units ("RSUs"), 11,720 of which early vested on 06/07/18, and 11,721 of which vested on 12/07/19 and 11,721 of which vested 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 86.9833 dividend equivalent rights at $16.17 per RSU credited to the reporting person's account on 01/02/20; 146.8184 dividend equivalent rights at $9.58 per RSU credited to the reporting person's account on 04/01/20; 149.3121 dividend equivalent rights at $9.42 per RSU credited to the reporting person's account on 07/01/20; and 143.9632 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 also includes 1,165 vested dividend equivalent rights and a de minimus adjustment of 0.9230 due to fractional rounding of the dividend equivalent

4. As previously reported, on 12/10/18 the reporting person was granted 25,738 RSUs, 8,579 of which vested 12/10/19, 8,199 of which will vest on 12/10/20, and 8,200 of which will vest on 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 121.6994 dividend equivalent rights at $16.17 per RSU credited to the reporting person's account on 01/02/20; 205.4154 dividend equivalent rights at $9.58 per RSU credited to the reporting person's account on 04/01/20; 208.9045 dividend equivalent rights at $9.42 per RSU credited to the reporting person's account on 07/01/20; and 201.4207 dividend equivalent rights at $9.77 per RSU credited to the reporting person's account on 10/07/20.

5. 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 257.6772 dividend equivalent rights at $16.17 per RSU credited to the reporting person's account on 01/02/20; 434.9311 dividend equivalent rights at $9.58 per RSU credited to the reporting person's account on 04/01/20; 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 Irv Rothman	12/09/2020
	** 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).
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