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*
Karros Kirt P

(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)
SVP, Finance & Treasurer
3. Date of Earliest Transaction (Month/Day/Year)
05/11/2016
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 05/11/2016 M 24,468 A $16.02 24,468 D
Common Stock 05/11/2016 F 9,188 D $16.02 15,280 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
Restricted Stock Units (1) 05/11/2016 M 24,468(2) (2) (2) Common Stock 24,468 (2) 48,936 D
Restricted Stock Units (1) 01/06/2016 A 292.3804(3) (3) (3) Common Stock 292.3804 (3) 43,425.3804 D
Restricted Stock Units (1) 01/06/2016 A 102.709(4) (4) (4) Common Stock 102.709 (4) 15,254.709 D
Explanation of Responses:
1. Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock.
2. On 05/11/15, the reporting person was granted 40,059 restricted stock units ("RSUs"), 24,015 of which vested on 05/11/16, and 24,016 of which will vest on each of 05/11/17 and 05/11/18. 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 267.7422 dividend equivalent rights at $14.80 per RSU credited to the reporting person's account on 01/06/16, and 220.6339 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 453 vested dividend equivalent rights and a de minimus adjustment of 0.4398 shares due to the rounding of fractional shares.
3. On 11/02/15 the reporting person was granted 43,133 RSUs, 14,377 of which will vest on 11/02/16, and 14,378 of which will vest on each of 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. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on Issuer's common stock. The 292.3804 dividend equivalent rights being reported reflect 160.2916 dividend equivalent rights at $14.80 per RSU credited to the reporting person's account on 01/06/16, and 132.0888 dividend equivalent rights at $17.96 per RSU credited to the reporting person's account on 04/06/16.
4. On 12/09/15 the reporting person was granted 15,152 RSUs, 5,050 of which will vest on 12/09/16, and 5,051 of which will vest on each of 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. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on Issuer's common stock. The 102.7090 dividend equivalent rights being reported reflect 56.3081 dividend equivalent rights at $14.80 per RSU credited to the reporting person's account on 01/06/16, and 46.4009 dividend equivalent rights at $17.96 per RSU credited to the reporting person's account on 04/06/16.
Remarks:
Derek Windham as Attorney-in-Fact for Kirt P. Karros 05/12/2016
** 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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