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*
SCHULTZ JOHN F

(Last) (First) (Middle)
C/O HEWLETT PACKARD ENTERPRISE COMPANY
3000 HANOVER STREET

(Street)
PALO ALTO CA 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, GC & SEC
3. Date of Earliest Transaction (Month/Day/Year)
09/26/2016
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)
Code V Amount (A) or (D) Price
Common Stock 09/26/2016 M 43,164 A $12.25 106,959.956(1) D
Common Stock 09/26/2016 S 43,164(2) D $22.8375(3) 63,795.956 D
Common Stock 09/26/2016 M 273,000 A $7.69 336,795.956 D
Common Stock 09/26/2016 S 273,000(2) D $22.8375(3) 63,795.956 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) $12.25 09/26/2016 M 43,164 (5) 05/16/2020(6) Common Stock 43,164 $0 0 D
Employee Stock Option (right to buy) $7.69 09/26/2016 M 273,000 12/06/2014(4) 12/06/2020(6) Common Stock 273,000 $0 273,192 D
Restricted Stock Units (7) 01/06/2016 A 195.276(8) (8) (8) Common Stock 195.276 (8) 20,989.1462 D
Restricted Stock Units (7) 01/06/2016 A 282.1304(9) (9) (9) Common Stock 282.1304 (9) 29,777.4739 D
Restricted Stock Units (7) 01/06/2016 A 926.8871(10) (10) (10) Common Stock 926.8871 (10) 95,819.8871 D
Restricted Stock Units (7) 01/06/2016 A 452.2058(11) (11) (11) Common Stock 452.2058 (11) 46,748.2058 D
Explanation of Responses:
1. The total beneficial ownership includes 381.746 shares at $15.8270 per share acquired under the Issuer's 2015 Employee Stock Purchase Plan ("ESPP") on 04/29/16 with respect to shares held under the ESPP. The total beneficial ownership includes the acquisition of 1.9570 shares at $14.9495 per share received on 01/06/16 through dividends paid in shares, 1.6520 shares at $17.7723 per share received on 04/06/16 through dividends paid in shares, and 1.6010 shares at $18.4008 per share received on 07/06/16 through dividends paid in shares.
2. The sales reported on this Form 4 were effectuated pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on 09/14/16.
3. The price in Column 4 is a weighted average price. The prices actually paid ranged from $22.65 to $22.96. 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.
4. This option became exercisable beginning on this date.
5. This option vested 50% on the second anniversary of the grant date and 50% on the third anniversary of the grant date, in both cases subject to the satisfaction of certain stock price performance conditions prior to the fourth anniversary of the grant date.
6. This option is no longer exercisable beginning on this date.
7. Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock.
8. As previously reported, on 12/11/13 the reporting person was granted 33,346 restricted stock units ("RSUs"), 11,115 of which vested on 12/11/14, 11,115 of which vested early on 09/17/15, and 19,992 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 195.2760 dividend equivalent rights being reported reflect 74.2946 dividend equivalent rights at $14.80 per RSU credited to the reporting person's account on 01/06/16, 61.2227 dividend equivalent rights at $17.96 per RSU credited to the reporting person's account on 04/06/16, and 59.7587 dividend equivalent rights at $18.40 per RSU credited to the reporting person's account on 07/06/16.
9. As previously reported, on 12/10/14 the reporting person was granted 24,090 RSUs, 8,030 of which vested early on 09/17/15, and 14,442 of which will vest on each of 12/10/16 and 12/10/17. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on Issuer's common stock. The 282.1304 dividend equivalent rights being reported reflect 107.3392 dividend equivalent rights at $14.80 per RSU credited to the reporting person's account on 01/06/16, 88.4532 dividend equivalent rights at $17.96 per RSU credited to the reporting person's account on 04/06/16, and 86.3380 dividend equivalent rights at $18.40 per RSU credited to the reporting person's account on 07/06/16.
10. As previously reported, on 11/02/15 the reporting person was granted 94,893 RSUs, 31,631 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 926.8871 dividend equivalent rights being reported reflect 352.6429 dividend equivalent rights at $14.80 per RSU credited to the reporting person's account on 01/06/16, 290.5966 dividend equivalent rights at $17.96 per RSU credited to the reporting person's account on 04/06/16, and 283.6476 dividend equivalent rights at $18.40 per RSU credited to the reporting person's account on 07/06/16.
11. As previously reported, on 12/09/15 the reporting person was granted 46,296 RSUs, 15,432 of which will vest on each of 12/09/16, 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 452.2058 dividend equivalent rights being reported reflect 172.0459 dividend equivalent rights at $14.80 per RSU credited to the reporting person's account on 01/06/16, 141.7751 dividend equivalent rights at $17.96 per RSU credited to the reporting person's account on 04/06/16, and 138.3848 dividend equivalent rights at $18.40 per RSU credited to the reporting person's account on 07/06/16.
Remarks:
Derek Windham as Attorney-in-Fact for John F. Schultz 09/28/2016
** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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