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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

MAY ALAN RICHARD

(Last)

(First)

(Middle)

C/O HEWLETT PACKARD ENTERPRISE COMPANY

1701 E. MOSSY OAKS ROAD

(Street)

SPRING

77389

(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, Chief People Officer

3. Date of Earliest Transaction (Month/Day/Year)
06/03/2022

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	06/03/2022		M		94,705⁽¹⁾	A	$10.48	405,205	D
Common Stock	06/03/2022		S		94,705⁽¹⁾	D	$15.0794⁽²⁾	310,500	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	⁽³⁾	01/07/2022		A		437.9242⁽⁴⁾		⁽⁴⁾	⁽⁴⁾	Common Stock	437.9242	⁽⁴⁾	33,216.9242	D
Restricted Stock Units	⁽³⁾	01/07/2022		A		1,253.7402⁽⁵⁾		⁽⁵⁾	⁽⁵⁾	Common Stock	1,253.7402	⁽⁵⁾	91,025.7402	D
Restricted Stock Units	⁽³⁾	01/07/2022		A		1,527.6597⁽⁶⁾		⁽⁶⁾	⁽⁶⁾	Common Stock	1,527.6597	⁽⁶⁾	107,184.6597	D
Employee Stock Option (right to buy)⁽⁷⁾	$10.48	06/03/2022		M			94,705	06/22/2016⁽⁸⁾	06/23/2023⁽⁹⁾	Common Stock	94,705	$0	0	D

Explanation of Responses:

1. The reported transaction reflects the reporting person's exercise and sale of his employee stock options pursuant to the Order. The reporting person disclaims beneficial ownership to, and no longer reports as beneficially owned, any securities sold on behalf of, or owned by, his ex-spouse pursuant to the Order.

2. The price in Column 4 is a weighted average price. The prices actually paid ranged from $15.0200 to $15.1250. 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. Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock.

4. As previously reported, on 12/10/19 the reporting person was granted 94,697 Restricted Stock Units ("RSUs"), 31,565 of which vested on 12/10/20, 31,566 of which vested on 12/10/21, and 31,566 of which will vest on 12/10/22. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on Issuer's common stock. The number of derivative securities in column 5 includes 212.1751 dividend equivalent rights at $17.130 per RSU credited to the reporting person's account on 01/07/22, and 225.7491 dividend equivalent rights at $16.100 per RSU credited to the reporting person's account on 04/08/22.

5. As previously reported, on 12/10/20 the reporting person was granted 135,107 RSUs, 45,035 of which vested on 12/10/21, and 45,036 of which will vest on each of 12/10/22 and 12/10/23. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on Issuer's common stock. The number of derivative securities in column 5 includes 607.43960 dividend equivalent rights at $17.130 per RSU credited to the reporting person's account on 01/07/22, and 646.30060 dividend equivalent rights at $16.100 per RSU credited to the reporting person's account on 04/08/22.

6. As previously reported, on 12/09/21 the reporting person was granted 105,657 RSUs, 35,219 of which will vest on each of 12/09/22, 12/09/23 and 12/09/24. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on Issuer's common stock. The number of derivative securities in column 5 includes 740.15410 dividend equivalent rights at $17.130 per RSU credited to the reporting person's account on 01/07/22, and 787.50560 dividend equivalent rights at $16.100 per RSU credited to the reporting person's account on 04/08/22.

7. As reported in the Registration Statements on Form 10 filed by Issuer with the SEC, in connection with the spin-offs of Everett SpinCo, Inc. on 04/01/17 and Seattle SpinCo, Inc. on 09/01/17, equity-based awards granted by Issuer, prior to the spin-offs 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-offs, 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-offs, unless otherwise noted. The reporting person's equity based awards reflect the conversion adjustments.

8. This option became exercisable beginning on this date.

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

	Derek Windham as Attorney-in-Fact for Alan R. May	06/07/2022
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.