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

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).

1. Name and Address of Reporting Person^*

SCHULTZ JOHN F

(Last)

(First)

(Middle)

C/O HEWLETT PACKARD ENTERPRISE COMPANY

11445 COMPAQ CENTER DRIVE WEST

(Street)

HOUSTON

77070

(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 & SEC

3. Date of Earliest Transaction (Month/Day/Year)
12/07/2020

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	12/07/2020		M		51,541	A	$12.08	470,284.0693⁽¹⁾	D
Common Stock	12/07/2020		F		17,824	D	$12.08	452,460.0693	D
Common Stock	12/07/2020		A		47,984⁽³⁾	A	$12.08	500,444.0693	D
Common Stock	12/07/2020		F		3,791	D	$12.08	496,653.0693	D
Common Stock	12/07/2020		A		60,335⁽²⁾	A	$12.08	556,988.0693	D
Common Stock	12/07/2020		F		18,918	D	$12.08	538,070.0693	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	⁽⁴⁾	12/07/2020		M			51,541⁽⁵⁾	⁽⁵⁾	⁽⁵⁾	Common Stock	51,541	⁽⁵⁾	0	D
Restricted Stock Units	⁽⁴⁾	01/02/2020		A		3,343.595⁽⁶⁾		⁽⁶⁾	⁽⁶⁾	Common Stock	3,343.595	⁽⁶⁾	79,972.595	D
Restricted Stock Units	⁽⁴⁾	01/02/2020		A		5,674.2726⁽⁷⁾		⁽⁷⁾	⁽⁷⁾	Common Stock	5,674.2726	⁽⁷⁾	133,768.769	D
Restricted Stock Units	⁽⁴⁾	01/02/2020		A		4,968.1306⁽⁸⁾		⁽⁸⁾	⁽⁸⁾	Common Stock	4,968.1306	⁽⁸⁾	115,448.13	D

Explanation of Responses:

1. The total beneficial ownership includes 810.9197 shares at $9.5570 per share acquired under the Issuer's 2015 Employee Stock Purchase Plan ("ESPP") on 04/30/20 with respect to shares held under the ESPP, and 786.8372 shares at $8.2080 per share acquired under the ESPP on 10/31/20 with respect to shares held under the ESPP. The total beneficial ownership includes the acquisition of 4.3230 shares at $16.096 per share received on 01/02/20 through dividends paid in shares, 7.3480 shares at $9.5409 per share received on 04/01/20 through dividends paid in shares, 7.2860 shares at $9.7433 per share received on 07/01/20 through dividends paid in shares, and 7.3670 shares at $9.7539 per share received on 10/07/20 through dividends paid in shares.

2. As previously reported, on 12/07/17 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.

3. On 12/10/18 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.

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

5. As previously reported, on 12/07/17 the reporting person was granted 140,647 Restricted Stock Units ("RSUs"), 46,882 of which vested on 12/07/18, 46,882 of which vested on 12/07/19, and 46,883 of which vested on 12/07/20. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on Issuer's common stock. Also included are 347.9258 dividend equivalent rights at $16.17 per RSU credited to the reporting person's account on 01/02/20; 587.2610 dividend equivalent rights at $9.58 per RSU credited to the reporting person's account on 04/01/20; 597.2357 dividend equivalent rights at $9.42 per RSU credited to the reporting person's account on 07/01/20; and 575.8403 dividend equivalent rights at $9.77 per RSU credited to the reporting person's account on 10/07/20. The number of derivative securities in column 5 also includes 4,658 vested dividend equivalent rights and a de minimus adjustment of 0.7372 due to fractional rounding of the dividend equivalent rights.

6. As previously reported, on 12/10/18 the reporting person was granted 111,531 RSUs, 37,177 of which vested on 12/10/19, and 37,177 of which will vest on each of 12/10/20 and 12/10/21. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on Issuer's common stock. Also included are 551.7922 dividend equivalent rights at $16.17 per RSU credited to the reporting person's account on 01/02/20; 931.3653 dividend equivalent rights at $9.58 per RSU credited to the reporting person's account on 04/01/20; 947.1847 dividend equivalent rights at $9.42 per RSU credited to the reporting person's account on 07/01/20; and 913.2528 dividend equivalent rights at $9.77 per RSU credited to the reporting person's account on 10/07/20.

7. As previously reported, on 04/03/19, the reporting person was granted 126,183 RSUs, all of which will cliff vest on 04/03/22. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on Issuer's common stock. Also included are 936.4230 dividend equivalent rights at $16.17 per RSU credited to the reporting person's account on 01/02/20; 1,580.5804 dividend equivalent rights at $9.58 per RSU credited to the reporting person's account on 04/01/20; 1,607.4268 dividend equivalent rights at $9.42 per RSU credited to the reporting person's account on 07/01/20; and 1,549.8424 dividend equivalent rights at $9.77 per RSU credited to the reporting person's account on 10/07/20.

8. As previously reported, on 12/10/19 the reporting person was granted 110,480 RSUs, 36,826 of which will vest on 12/10/20, and 36,827 of which will vest on each of 12/10/21 and 12/10/22. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on Issuer's common stock. Also included are 819.8887 dividend equivalent rights at $16.17 per RSU credited to the reporting person's account on 01/02/20; 1,383.8831 dividend equivalent rights at $9.58 per RSU credited to the reporting person's account on 04/01/20; 1,407.3885 dividend equivalent rights at $9.42 per RSU credited to the reporting person's account on 07/01/20; and 1,356.9703 dividend equivalent rights at $9.77 per RSU credited to the reporting person's account on 10/07/20.

Remarks:

	Derek Windham as Attorney-in-Fact for John F. Schultz	12/09/2020
	** 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.