Hewlett Packard Enterprise Co — Director's Dealing 2017

Jun 20, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Hewlett Packard Enterprise Co (HPE)
CIK: 0001645590
Period of Report: 2017-06-16

Reporting Person: Neri Antonio F (EVP and GM EG)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-06-16	Common Stock	M	25137	$16.49	Acquired	30073	Direct
2017-06-16	Common Stock	F	9447	$16.49	Disposed	20626	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-06-16	Restricted Stock Units	$	M	138.0673	Disposed		Common Stock (138.0673)	Direct
2017-01-04	Restricted Stock Units	$	A	242.4071	Acquired		Common Stock (242.4071)	Direct
2017-01-04	Restricted Stock Units	$	A	1042.516	Acquired		Common Stock (1042.516)	Direct
2017-01-04	Restricted Stock Units	$	A	381.4721	Acquired		Common Stock (381.4721)	Direct
2017-01-04	Restricted Stock Units	$	A	688.5866	Acquired		Common Stock (688.5866)	Direct

Footnotes

F1: As reported in the Registration Statement on Form 10 filed by Issuer with the SEC, in connection with the spin-off of Everett SpinCo, Inc. on 04/01/17, equity-based awards granted by Issuer, prior to the spin-off were converted to adjust the award in a manner intended to preserve the aggregate intrinsic value of the original award as measured immediately before and immediately after the spin-off, subject to rounding. The adjusted equity award is otherwise subject to the same terms and conditions that applied to the original award immediately prior to the spin-off, unless otherwise noted. The reporting person's equity-based awards reflect that conversion adjustment.

F2: Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock.

F3: As previously reported, on 06/16/14 the reporting person was granted 30,490 restricted stock units ("RSUs"), 10,163 of which vested on 06/16/15, 18,278 of which vested on 06/16/16, and 24,068 of which vested on 06/16/17. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on Issuer's common stock. The 138.0673 dividend equivalent rights being reported reflect 50.6695 dividend equivalent rights at $23.45 per RSU credited to the reporting person's account on 01/04/17, and 87.3978 dividend equivalent rights at $17.90 per RSU credited to the reporting person's account on 04/05/17. The number of derivative securities in column 5 includes 1,069 vested dividend equivalent rights and a de minimus adjustment of 0.6130 due to fractional rounding of the dividend equivalent rights. The amount in column 9 also reflects the conversion adjustment noted in footnote (1) above.

F4: As previously reported, on 12/10/14 the reporting person was granted 53,533 RSUs, 17,844 of which vested early on 09/17/15, 32,093 of which vested on 12/10/16, and 42,257 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 242.4071 dividend equivalent rights being reported reflect 88.9599 dividend equivalent rights at $23.45 per RSU credited to the reporting person's account on 01/04/17, and 153.4472 dividend equivalent rights at $17.90 per RSU credited to the reporting person's account on 04/05/17. Unvested RSUs in this footnote, and the amount in column 9 reflect the conversion adjustment noted in footnote (1) above.

F5: As previously reported, on 11/02/15 the reporting person was granted 207,039 RSUs, 69,013 of which vested on 11/02/16, and 90,867 of which will vest on each of 11/02/17 and 11/02/18. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on Issuer's common stock. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on Issuer's common stock. The 1,042.5160 dividend equivalent rights being reported reflect 382.5881 dividend equivalent rights at $23.45 per RSU credited to the reporting person's account on 01/04/17, and 659.9279 dividend equivalent rights at $17.90 per RSU credited to the reporting person's account on 04/05/17. Unvested RSUs in this footnote, and the amount in column 9 reflect the conversion adjustment noted in footnote (1) above.

F6: As previously reported, on 12/09/15 the reporting person was granted 75,758 RSUs, 25,252 of which vested on 12/09/16, 33,249 of which will vest on 12/09/17, and 33,250 of which will vest on 12/09/18. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on Issuer's common stock. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on Issuer's common stock. The 381.4721 dividend equivalent rights being reported reflect 139.9953 dividend equivalent rights at $23.45 per RSU credited to the reporting person's account on 01/04/17, and 241.4768 dividend equivalent rights at $17.90 per RSU credited to the reporting person's account on 04/05/17. Unvested RSUs in this footnote, and the amount in column 9 reflect the conversion adjustment noted in footnote (1) above.

F7: As previously reported, on 12/07/16 the reporting person was granted 91,167 RSUs, 40,012 of which will vest on each of 12/07/17, 12/07/18, and 12/17/19. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on Issuer's common stock. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on Issuer's common stock. The 688.5866 dividend equivalent rights being reported reflect 252.7017 dividend equivalent rights at $23.45 per RSU credited to the reporting person's account on 01/04/17, and 435.8849 dividend equivalent rights at $17.90 per RSU credited to the reporting person's account on 04/05/17. Unvested RSUs in this footnote, and the amount in column 9 reflect the conversion adjustment noted in footnote (1) above.