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

1701 E. MOSSY OAKS ROAD

(Street)

HOUSTON

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, COLO

3. Date of Earliest Transaction (Month/Day/Year)
12/09/2022

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	12/10/2022		M		39,348	A	$16.15	279,571.3931	D
Common Stock	12/10/2022		F		16,614	D	$16.15	262,957.3931	D
Common Stock	12/10/2022		M		60,997	A	$16.15	323,954.3931	D
Common Stock	12/10/2022		F		24,090	D	$16.15	299,864.3931	D
Common Stock	12/09/2022		M		55,982	A	$16.15	355,846.3931	D
Common Stock	12/09/2022		F		22,030	D	$16.15	333,816.3931	D
Common Stock	12/09/2022		M		11,040	A	$16.15	344,856.3931	D
Common Stock	12/09/2022		F		4,345	D	$16.15	340,511.3931	D
Common Stock	12/09/2022		A		41,485⁽¹⁾	A	$16.15	381,996.3931	D
Common Stock	12/09/2022		F		18,469	D	$16.15	363,527.3931	D
Common Stock	12/09/2022		A		148,606⁽²⁾	A	$16.15	512,133.3931	D
Common Stock	12/09/2022		F		62,162	D	$16.15	449,971.3931	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⁾	12/10/2022		M			39,348⁽⁴⁾	⁽⁴⁾	⁽⁴⁾	Common Stock	39,348	⁽⁴⁾	0	D
Restricted Stock Units	⁽³⁾	12/10/2022		M			60,997⁽⁵⁾	⁽⁵⁾	⁽⁵⁾	Common Stock	60,997	⁽⁵⁾	60,996	D
Restricted Stock Units	⁽³⁾	12/09/2022		M			55,982⁽⁶⁾	⁽⁶⁾	⁽⁶⁾	Common Stock	55,982	⁽⁶⁾	111,962	D
Restricted Stock Units	⁽³⁾	12/09/2022		M			11,040⁽⁷⁾	⁽⁷⁾	⁽⁷⁾	Common Stock	11,040	⁽⁷⁾	22,079	D

Explanation of Responses:

1. On 12/10/19 the reporting person was granted performance adjusted restricted stock units ("PARSUs") subject to Non-GAAP Net Income and relative total stockholder return conditions being met at the time of vesting. These PARSUs vest 50% after 2 and 3 years subject to performance and are issued in Issuer's common stock.

2. On 12/10/20 the reporting person was granted PARSUs subject to Non-GAAP Net Income and relative total stockholder return conditions being met at the time of vesting. These PARSUs vest 50% after 2 and 3 years subject to performance and are issued in Issuer's common stock.

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 110,480 restricted stock units ("RSUs"), 36,826 of which vested on 12/10/20, 36,827 of which vested on 12/10/21, and 35,270 of which vested 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 also includes 4,078 vested dividend equivalent rights and a de minimus adjustment of 0.4842 due to fractional rounding of the dividend equivalent rights.

5. As previously reported, on 12/10/20 the reporting person was granted 178,424 RSUs, 59,474 of which vested on 12/10/21, 57,081 of which vested on 12/10/22, and 57,081 of which will vest on 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 also includes 3,916 vested dividend equivalent rights and a de minimus adjustment of 0.2726 due to fractional rounding of the dividend equivalent rights.

6. As previously reported, on 12/09/21 the reporting person was granted 162,549 RSUs, 54,183 of which vested on 12/09/22, and 54,183 of which will vest on each of 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 also includes 1,799 vested dividend equivalent rights and a de minimus adjustment of 0.4393 due to fractional rounding of the dividend equivalent rights.

7. As previously reported, on 06/21/22, the reporting person was granted 32,510 RSUs, 10,836 of which vested on 12/09/22, and 10,837 of which will vest on each of 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 also includes 204 vested dividend equivalent rights and a de minimus adjustment of 0.1326 due to fractional rounding of the dividend equivalent rights.

	Ki Hoon Kim as Attorney-in-Fact for John F. Schultz	12/13/2022
	** Signature of Reporting Person	Date
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