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^*

SCHULTZ JOHN 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, GC & SEC

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		359,702	A	$5.85	420,780.3967	D
Common Stock	04/24/2017		S		359,702⁽¹⁾	D	$18.358⁽²⁾	61,078.3967	D
Common Stock	04/24/2017		M		107,655	A	$11.4	168,733.3967	D
Common Stock	04/24/2017		S		107,655⁽¹⁾	D	$18.358⁽²⁾	61,078.3967	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)⁽⁵⁾	$5.85	04/24/2017		M			359,702	12/06/2013⁽³⁾	12/06/2020⁽⁴⁾	Common Stock	359,702	$0	0	D
Employee Stock Option (Right to Buy)⁽⁵⁾	$11.4	04/24/2017		M			107,655	12/11/2014⁽³⁾	12/11/2021⁽⁴⁾	Common Stock	107,655	$0	107,655	D
Restricted Stock Units⁽⁵⁾	⁽⁶⁾	04/01/2017		A		4,738.31⁽⁷⁾		⁽⁷⁾	⁽⁷⁾	Common Stock	4,738.31	⁽⁷⁾	19,702.3411	D
Restricted Stock Units⁽⁵⁾	⁽⁶⁾	04/01/2017		A		20,331.9954⁽⁸⁾		⁽⁸⁾	⁽⁸⁾	Common Stock	20,331.9954	⁽⁸⁾	84,541.3485	D
Restricted Stock Units⁽⁵⁾	⁽⁶⁾	04/01/2017		A		9,919.1578⁽⁹⁾		⁽⁹⁾	⁽⁹⁾	Common Stock	9,919.1578	⁽⁹⁾	41,244.7083	D
Restricted Stock Units⁽⁵⁾	⁽⁶⁾	04/01/2017		A		17,690.9023⁽¹⁰⁾		⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	17,690.9023	⁽¹⁰⁾	73,558.3307	D

Explanation of Responses:

1. The sale reported on this Form 4 was effectuated pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on 03/13/17.

2. The price in Column 4 is a weighted average price. The prices actually paid ranged from $18.23 to $18.43. 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. 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.

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

7. As previously reported, on 12/10/14 the reporting person was granted 24,090 restricted stock units ("RSUs"), 8,030 of which vested early on 09/17/15, 14,442 of which vested on 12/10/16, and 19,015 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. 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 11/02/15 the reporting person was granted 94,893 RSUs, 31,631 of which vested on 11/02/16, and 41,647 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. 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 12/09/15 the reporting person was granted 46,296 RSUs, 15,432 of which vested on 12/09/16, 20,318 of which will vest on 12/09/17, and 20,319 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. 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 12/07/16 the reporting person was granted 55,713 RSUs, 24,451 of which will vest on 12/07/17, and 24,452 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. 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 John F. Schultz	04/26/2017
	** 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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