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^*

Ricci Jeff T

(Last)

(First)

(Middle)

C/O HEWLETT PACKARD ENTERPRISE COMPANY

3000 HANOVER STREET

(Street)

PALO ALTO

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)
	SVP, Controller & PAO

3. Date of Earliest Transaction (Month/Day/Year)
04/24/2017

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	04/24/2017		M		31,695	A	$15.79	31,695	D
Common Stock	04/24/2017		S		31,695⁽¹⁾	D	$18.2266⁽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)
Employee Stock Option (Right to Buy)⁽⁶⁾	$15.79	04/24/2017		M			31,695	12/10/2015⁽³⁾	12/10/2022⁽⁴⁾	Common Stock	31,695	$0	15,848	D
Restricted Stock Units⁽⁶⁾	⁽⁵⁾	04/01/2017		A		2,480.8301⁽⁷⁾		⁽⁷⁾	⁽⁷⁾	Common Stock	2,480.8301	⁽⁷⁾	10,315.346	D
Restricted Stock Units⁽⁶⁾	⁽⁵⁾	04/01/2017		A		1,315.6391⁽⁸⁾		⁽⁸⁾	⁽⁸⁾	Common Stock	1,315.6391	⁽⁸⁾	5,472.7626	D
Restricted Stock Units⁽⁶⁾	⁽⁵⁾	04/01/2017		A		9,242.0741⁽⁹⁾		⁽⁹⁾	⁽⁹⁾	Common Stock	9,242.0741	⁽⁹⁾	38,427.7816	D
Restricted Stock Units⁽⁶⁾	⁽⁵⁾	04/01/2017		A		6,492.6324⁽¹⁰⁾		⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	6,492.6324	⁽¹⁰⁾	26,996.6294	D
Restricted Stock Units⁽⁶⁾	⁽⁵⁾	04/01/2017		A		5,789.004⁽¹¹⁾		⁽¹¹⁾	⁽¹¹⁾	Common Stock	5,789.004	⁽¹¹⁾	24,072.5432	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 03/10/17.

2. The price in Column 4 is a weighted average price. The prices actually paid ranged from $18.22 to $18.23. 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. This option became exercisable beginning on this date.

4. This option is no longer exercisable beginning on this date.

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

6. As reported in the Registration Statement on Form 10 filed by Issuer with the SEC, in connection with the spin-off of Everett SpinCo, Inc. on 04/01/17, equity-based awards granted by Issuer, prior to the spin-off were converted to adjust the award in a manner intended to preserve the aggregate intrinsic value of the original award as measured immediately before and immediately after the spin-off, subject to rounding. The adjusted equity award is otherwise subject to the same terms and conditions that applied to the original award immediately prior to the spin-off, unless otherwise noted. The reporting person's equity-based awards reflect that conversion adjustment.

7. As previously reported, on 05/23/14 the reporting person was granted 12,500 RSUs, 4,166 of which vested on 05/23/15, 7,494 of which vested on 05/23/16, and 9,867 of which will vest on 05/23/17. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on Issuer's common stock. The number of derivatives in column 9 includes 20.7723 dividend equivalent rights at $23.45 per RSU credited to the reporting person's account on 01/04/17. Unvested RSUs in this footnote, and the amount in column 5 reflect the conversion adjustment noted in footnote (5) above.

8. As previously reported, on 12/10/14 the reporting person was granted 6,692 RSUs, 2,230 of which vested early on 09/17/15, 4,012 of which vested on 12/10/16, and 5,283 of which will vest on 12/10/17. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on Issuer's common stock. The number of derivatives in column 9 includes 11.1235 dividend equivalent rights at $23.45 per RSU credited to the reporting person's account on 01/04/17. Unvested RSUs in this footnote, and the amount in column 5 reflect the conversion adjustment noted in footnote (5) above.

9. As previously reported, on 11/02/15 the reporting person was granted 43,133 RSUs, 14,377 of which vested on 11/02/16, 18,931 of which will vest on 11/02/17, and 18,931 of which will vest on 11/02/18. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on Issuer's common stock. The number of derivatives in column 9 includes 79.7075 dividend equivalent rights at $23.45 per RSU credited to the reporting person's account on 01/04/17. Unvested RSUs in this footnote, and the amount in column 5 reflect the conversion adjustment noted in footnote (5) above.

10. As previously reported, on 12/09/15 the reporting person was granted 30,303 RSUs, 10,101 of which vested on 12/09/16, and 13,299 of which will vest on 12/09/17, and 13,300 of which will vest on 12/09/18. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on Issuer's common stock. The number of derivatives in column 9 includes 55.9970 dividend equivalent rights at $23.45 per RSU credited to the reporting person's account on 01/04/17. Unvested RSUs in this footnote, and the amount in column 5 reflect the conversion adjustment noted in footnote (5) above.

11. As previously reported, on 12/07/16 the reporting person was granted 18,233 restricted stock units ("RSUs"), 8,001 of which will vest on 12/07/17, and 8,002 of which will vest on each of 12/07/18 and 12/17/19. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on Issuer's common stock. The number of derivatives in column 9 includes 50.5392 dividend equivalent rights at $23.45 per RSU credited to the reporting person's account on 01/04/17. Unvested RSUs in this footnote, and the amount in column 5 reflect the conversion adjustment noted in footnote (5) above.

Remarks:

	Derek Windham as Attorney-in-Fact for Jeff T. Ricci	04/26/2017
	** Signature of Reporting Person	Date
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