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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
X
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
MacDonald Neil B

(Last) (First) (Middle)
C/O HEWLETT PACKARD ENTERPRISE COMPANY
1701 E MOSSY OAKS ROAD

(Street)
SPRING TX 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, GM of Compute HPC AI
3. Date of Earliest Transaction (Month/Day/Year)
09/13/2024
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 09/13/2024 S 29,000 D $17 82,061.133(1) 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 (2) 07/18/2024 A 195.3585(3) (3) (3) Common Stock 195.3585 (3) 33,763.8389 D
Restricted Stock Units (2) 07/18/2024 A 553.3396(4) (4) (4) Common Stock 553.3396 (4) 92,580.6027 D
Restricted Stock Units (2) 07/18/2024 A 975.3899(5) (5) (5) Common Stock 975.3899 (5) 158,451.3567 D
Explanation of Responses:
1. The total beneficial ownership includes the acquisition of 7.3610 shares at $20.9918 per share received on 07/19/24 through dividends paid in shares.
2. Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock.
3. As previously reported, on 12/09/21, the reporting person was granted 97,529 restricted stock units ("RSUs"), 32,509 of which vested on 12/09/22, 32,510 of which vested on 12/09/23, and 31,062 of which will vest on 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 reflects 195.3585 dividend equivalent rights at $20.67 per RSU credited to the reporting person's account on 07/18/24.
4. As previously reported, on 12/08/22, the reporting person was granted 138,122 RSUs, 46,040 of which vested on 12/08/23, 43,990 of which will vest on 12/08/24, and 43,991 of which will vest 12/08/25. 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 reflects 553.3396 dividend equivalent rights at $20.67 per RSU credited to the reporting person's account on 07/18/24.
5. As previously reported, on 12/07/23, the reporting person was granted 155,087 RSUs, 51,695 of which will vest on 12/07/24, and 51,696 of which will vest on each of 12/07/25 and 12/07/26. 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 reflects 975.38990 dividend equivalent rights at $20.67 per RSU credited to the reporting person's account on 07/18/24.
Remarks:
The sales reported on this Form 4 were pursuant to a Rule 10b5-1 plan adopted by the reporting person on 03/12/24.
Ki Hoon Kim as Attorney-in-Fact for Neil B MacDonald 09/17/2024
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.