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*
RUSSO PATRICIA 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)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
04/20/2016
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 11,752(1) D
Common Stock 04/20/2016 M 9,597.3753 A $0 36,696.1375(3) I By Merrill Lynch
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
Restricted Stock Units (2) 04/20/2016 M 9,597.3753(4)(5) (5) (5) Common Stock 9,597.3753 (5) 0 D
Explanation of Responses:
1. There is no reportable change since the last filing. This is a reiteration of holdings only.
2. Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock.
3. The reporting person elected to defer the receipt of common stock until the termination of her service as a member of the Issuer's Board of Directors. The securities being reported in column 6 includes a post conversion adjustment of 11,953.1423 shares, and 174.7788 dividends, which reflects 95.8189 dividends at $14.80 per share deferred on 01/06/16, and 78.9599 dividends at $17.96 per share deferred on 04/06/16.
4. Hewlett-Packard Company ("HP Co.") stockholders of record on 10/21/15 ("Record Date") received one share of Hewlett Packard Enterprise common stock for every one share of HP Co. common stock held on the Record Date. As reported in the Registration Statement on Form 10 filed by Issuer with the SEC, in connection with the separation, equity-based awards granted by HP Co, prior to the separation were converted to adjust the award in a manner intended to preserve the aggregate intrinsic value of the original HP Co. award as measured immediately before and immediately after the separation, subject to rounding. The adjusted equity award is otherwise subject to the same terms and conditions that applied to the original HP Co. award immediately prior to the separation, unless otherwise noted. The reporting person's equity-based awards granted by HP Co. prior to separation have been converted into equity-based awards with respect to the Issuer's common stock.
5. As previously reported, on 04/20/15 the reporting person was granted 5,238 restricted stock units ("RSUs"), all of which cliff vested on 04/20/16. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on Issuer's common stock. The RSUs cliff vested on 04/20/16 and were deferred as noted in footnote (2) above. The number of derivative securities beneficially owned immediately prior to the transaction being reported includes 4,232.4023 RSUs and dividend equivalent rights credited to the reporting person's account on 11/01/15 as a post conversion adjustment. The number of derivative securities in column 5 includes 35.0068 dividend equivalent rights at $14.80 per RSU credited to the reporting person's account on 01/06/16, and 28.8474 dividend equivalent rights at $17.96 per RSU credited to the reporting person's account on 04/06/16. The number of derivative securities in column 5 also includes 177.3753 vested dividend equivalent rights.
Remarks:
Rishi Varma as Attorney-in-Fact for Patricia F. Russo 04/21/2016
** 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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