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^*

Neri Antonio F

(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)
	EVP and GM EG

3. Date of Earliest Transaction (Month/Day/Year)
11/02/2016

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)
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	11/02/2016		M		69,857	A	$22.02	74,793	D
Common Stock	11/02/2016		F		36,452	D	$22.02	38,341	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	⁽¹⁾	10/31/2016		A		28.4864⁽²⁾		⁽²⁾	⁽²⁾	Common Stock	28.4864	⁽²⁾	12,245.3718	D
Restricted Stock Units	⁽¹⁾	10/31/2016		A		44.7441⁽³⁾		⁽³⁾	⁽³⁾	Common Stock	44.7441	⁽³⁾	18,974.3854	D
Restricted Stock Units	⁽¹⁾	10/31/2016		A		157.111⁽⁴⁾		⁽⁴⁾	⁽⁴⁾	Common Stock	157.111	⁽⁴⁾	66,331.2121	D
Restricted Stock Units	⁽¹⁾	11/02/2016		M			69,857⁽⁵⁾	⁽⁵⁾	⁽⁵⁾	Common Stock	69,857	⁽⁵⁾	139,712	D
Restricted Stock Units	⁽¹⁾	10/31/2016		A		185.4335⁽⁶⁾		⁽⁶⁾	⁽⁶⁾	Common Stock	185.4335	⁽⁶⁾	76,683.4154	D

Explanation of Responses:

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

2. As previously reported, on 12/11/13 the reporting person was granted 19,413 restricted stock units ("RSUs"), 6,471 of which vested on 12/11/14, 6,471 of which vested early on 09/17/15, and 11,638 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 28.4864 dividend equivalent rights being reported reflect 28.4864 dividend equivalent rights at $22.47 per RSU credited to the reporting person's account on 10/31/16.

3. As previously reported, on 06/16/14 the reporting person was granted 30,490 RSUs, 10,163 of which vested on 06/16/15, 18,278 of which vested on 06/16/16, and 18,280 of which will vest on 06/16/17. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on Issuer's common stock. The 44.7441 dividend equivalent rights being reported reflect 44.7441 dividend equivalent rights at $22.47 per RSU credited to the reporting person's account on 10/31/16.

4. As previously reported, on 12/10/14 the reporting person was granted 53,533 RSUs, 17,844 of which vested early on 09/17/15, 32,093 of which will vest on 12/10/16, and 32,094 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 157.1110 dividend equivalent rights being reported reflect 157.1110 dividend equivalent rights at $22.47 per RSU credited to the reporting person's account on 10/31/16.

5. As previously reported, on 11/02/15 the reporting person was granted 207,039 RSUs, 69,013 of which vested on 11/02/16, and 69,013 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. The number of derivative securities in column 5 includes 506.7710 dividend equivalent rights at $22.47 per RSU credited to the reporting person's account on 10/31/16. The number of derivative securities in column 5 also includes 844 vested dividend equivalent rights accrued but not released since the grant date, and a de minimus adjustment of 0.9326 shares due to the rounding of fractional shares.

6. As previously reported, on 12/09/15 the reporting person was granted 75,758 RSUs, 25,252 of which will vest on 12/09/16, and 25,253 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. The 185.4335 dividend equivalent rights being reported reflect 185.4335 dividend equivalent rights at $22.47 per RSU credited to the reporting person's account on 10/31/16.

Remarks:

	Derek Windham as Attorney-in-Fact for Antonio F. Neri	11/03/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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