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)
01/24/2020

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	01/24/2020		M		26,313	A	$14.76	26,313	D
Common Stock	01/24/2020		F		9,429	D	$14.76	16,884	D
Common Stock	01/28/2020		S		16,884⁽¹⁾	D	$14.61	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	⁽²⁾	01/24/2020		M			26,313⁽³⁾	⁽³⁾	⁽³⁾	Common Stock	26,313	⁽³⁾	0	D
Restricted Stock Units	⁽²⁾	01/02/2020		A		181.4917⁽⁴⁾		⁽⁴⁾	⁽⁴⁾	Common Stock	181.4917	⁽⁴⁾	25,967.0249	D
Restricted Stock Units	⁽²⁾	01/02/2020		A		521.885⁽⁵⁾		⁽⁵⁾	⁽⁵⁾	Common Stock	521.885	⁽⁵⁾	74,669.885	D
Restricted Stock Units	⁽²⁾	01/02/2020		A		594.2412⁽⁶⁾		⁽⁶⁾	⁽⁶⁾	Common Stock	594.2412	⁽⁶⁾	83,118.2412	D
Restricted Stock Units	⁽²⁾	01/02/2020		A		937.0167⁽⁷⁾		⁽⁷⁾	⁽⁷⁾	Common Stock	937.0167	⁽⁷⁾	127,200.016	D

Explanation of Responses:

1. The sales reported on this Form 4 were effectuated pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on 12/28/19.

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

3. As previously reported, on 01/24/17 the reporting person was granted 73,519 Restricted Stock Units ("RSUs"), 24,505 of which vested on 01/24/18, 24,507 of which vested on 01/24/19, and 24,507 of which vested 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 181.8701 dividend equivalent rights at $16.17 per RSU credited to the reporting person's account on 01/02/20. The number of derivative securities in column 5 also includes 1,806 vested dividend equivalent rights and a de minimus adjustment of 0.9373 due to fractional rounding of the dividend equivalent rights. Unvested RSUs in this footnote reflect post spin-off conversion adjustments previously reported.

4. 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 vested on 09/20/19, and 24,456 of which will vest on 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 181.4917 dividend equivalent rights at $16.17 per RSU credited to the reporting person's account on 01/02/20.

5. 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 vested 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 521.8850 dividend equivalent rights at $16.17 per RSU credited to the reporting person's account on 01/02/20.

6. As previously reported, on 12/10/18 the reporting person was granted 120,110 RSUs, 40,036 of which vested on 12/10/19, and 40,037 of which will vest on 12/10/20, and 40,037 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 594.2412 dividend equivalent rights at $16.17 per RSU credited to the reporting person's account on 01/02/20.

7. As previously reported, on 12/10/19 the reporting person was granted 126,263 RSUs, 42,087 of which will vest on 12/10/20, and 42,088 of which will vest on each of 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 937.0167 dividend equivalent rights at $16.17 per RSU credited to the reporting person's account on 01/02/20.

Remarks:

	Derek Windham as Attorney-in-Fact for Philip Davis	01/28/2020
	** 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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