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: Nefkens Michael G (EVP, Enterprise Services)

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	310101	Acquired	2023-12-09	Common Stock (310101)	Direct
2015-12-09	Restricted Stock Units	$	A	75758	Acquired		Common Stock (75758)	Direct
2015-11-01	Restricted Stock Units	$	J	17192.7077	Acquired		Common Stock (17192.7077)	Direct
2015-11-01	Restricted Stock Units	$	J	14770.1548	Acquired		Common Stock (14770.1548)	Direct
2015-11-01	Restricted Stock Units	$	J	21826.919	Acquired		Common Stock (21826.919)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	30590.209	Direct
Common Stock	88243	Indirect

Footnotes

F1: The amount reported reflects a de minimus adjustment of 0.0240 shares due to the rounding of fractional shares.

F2: There is no reportable change since the last filing. This is a reiteration of holdings only.

F3: This option will become exercisable beginning on this date.

F4: This option is no longer exercisable beginning on this date.

F5: Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock.

F6: On 12/09/15 the reporting person was granted 75,758 restricted stock units ("RSUs"), 25,252 of which will vest on 12/09/16, and 25,253 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.

F7: 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.

F8: As previously reported, on 01/16/13 the reporting person was granted 61,012 restricted stock units ("RSUs"), 20,337 of which vested on 01/16/14 and 01/16/15, and 36,578 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 127.7932 dividend equivalent rights at $28.01 per RSU credited to the reporting person's account on 10/07/15.

F9: As previously reported, on 12/11/13 the reporting person was granted 53,354 RSUs, 17,784 of which vested on 12/11/14, 17,785 of which vested early on 09/17/15, and 31,986 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 111.7515 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 40,150 RSUs, 13,383 of which vested early on 09/17/15, 24,070 of which will vest on 12/10/16, and 24,071 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 168.1896 dividend equivalent rights at $28.01 per RSU credited to the reporting person's account on 10/07/15.