Hewlett Packard Enterprise Co — Director's Dealing 2015

Dec 10, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Hewlett Packard Enterprise Co (HPE)
CIK: 0001645590
Period of Report: 2015-12-09

Reporting Person: YOUNGJOHNS ROBERT (EVP and GM, HP Software)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-12-09	Employee Stock Option (right to buy)	$14.85	A	258417	Acquired	2023-12-09	Common Stock (258417)	Direct
2015-12-09	Restricted Stock Units	$	A	63131	Acquired		Common Stock (63131)	Direct
2015-11-01	Restricted Stock Units	$	J	20467.3536	Acquired		Common Stock (20467.3536)	Direct
2015-11-01	Restricted Stock Units	$	J	5342.5643	Acquired		Common Stock (5342.5643)	Direct
2015-11-01	Restricted Stock Units	$	J	15861.0049	Acquired		Common Stock (15861.0049)	Direct
2015-11-01	Restricted Stock Units	$	J	17461.1775	Acquired		Common Stock (17461.1775)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	18770	Direct

Footnotes

F1: There is no reportable change since the last filing. This is a reiteration of holdings only.

F2: This option will become exercisable beginning on this date.

F3: This option is no longer exercisable beginning on this date.

F4: Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock.

F5: On 12/09/15 the reporting person was granted 63,131 restricted stock units ("RSUs"), 21,043 of which will vest on 12/09/16, and 21,044 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.

F6: Hewlett-Packard Company ("HP Co.") stockholders of record on 10/21/15 ("Record Date") received one share of Hewlett Packard Enterprise common stock for every one share of HP Co. common stock held on the Record Date. As reported in the Registration Statement on Form 10 filed by Issuer with the SEC, in connection with the separation, equity-based awards granted by HP Co, prior to the separation will be converted to adjust the award in a manner intended to preserve the aggregate intrinsic value of the original HP Co. award as measured immediately before and immediately after the separation, subject to rounding. The adjusted equity award will otherwise be subject to the same terms and conditions that applied to the original HP Co. award immediately prior to the separation, unless otherwise noted. The reporting person's equity-based awards granted by HP Co. prior to separation have been converted into equity-based awards with respect to the Issuer's common stock.

F7: As previously reported, on 01/16/13 the reporting person was granted 72,633 RSUs, 24,211 of which vested on each of 01/16/14 and 01/16/15, and 43,544 of which will vest on 01/16/16. 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 152.1291 dividend equivalent rights at $28.01 per RSU credited to the reporting person's account on 10/07/15.

F8: As previously reported, on 12/11/13 the reporting person was granted 19,300 RSUs, 6,433 of which vested on 12/11/14, 6,433 of which vested early on 09/17/15, and 11,571 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 number of derivative securities in column 5 includes 40.4278 dividend equivalent rights at $28.01 per RSU credited to the reporting person's account on 10/07/15.

F9: As previously reported, on 07/17/14, the reporting person was granted 29,045 RSUs, 9,681 of which vested on 07/17/15, and 17,413 of which will vest on each of 07/17/16 and 07/17/17. 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 121.6731 dividend equivalent rights at $28.01 per RSU credited to the reporting person's account on 10/07/15.

F10: As previously reported, on 12/10/14 the reporting person was granted 32,120 RSUs, 10,706 of which vested early on 09/17/15, and 19,256 of which will vest on 12/10/16, and 19,257 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 number of derivative securities in column 5 includes 134.5542 dividend equivalent rights at $28.01 per RSU credited to the reporting person's account on 10/07/15.