Hewlett Packard Enterprise Co — Director's Dealing 2017

Nov 2, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Hewlett Packard Enterprise Co (HPE)
CIK: 0001645590
Period of Report: 2017-10-31

Reporting Person: SCHULTZ JOHN F (EVP, GC & SEC)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-10-31	Common Stock	A	49042	$13.92	Acquired	110536.4467	Direct
2017-10-31	Common Stock	F	25617	$13.92	Disposed	84919.4467	Direct
2017-10-31	Common Stock	A	94047	$13.92	Acquired	178966.4467	Direct
2017-11-01	Common Stock	S	51490	$13.8023	Disposed	127476.4467	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-04-05	Restricted Stock Units	$	A	248.75	Acquired		Common Stock (248.75)	Direct
2017-04-05	Restricted Stock Units	$	A	1089.63	Acquired		Common Stock (1089.63)	Direct
2017-04-05	Restricted Stock Units	$	A	531.6	Acquired		Common Stock (531.6)	Direct
2017-04-05	Restricted Stock Units	$	A	959.61	Acquired		Common Stock (959.61)	Direct

Footnotes

F1: The total beneficial ownership includes 409.6440 shares at $17.70 per share acquired under the Issuer's 2015 Employee Stock Purchase Plan ("ESPP") on 04/28/17 with respect to shares held under the ESPP. The total beneficial ownership includes the acquisition of 1.9360 shares at $18.11 per share received on 04/05/17, 2.0780 shares at $16.94 per share received on 07/05/17, and 2.3920 shares at $14.7641 on 10/04/17 through dividends paid in shares.

F2: On 12/09/15 the reporting person was granted performance adjusted restricted stock units ("PARSUs") subject to certain return on invested capital performance conditions and/or relative total stockholder return conditions being met at the time of vesting. These PARSUs vest 50% after 2 and 3 years subjects to performance. Dividend equivalent rights accrue with respect to these PARSUs when and as dividends are paid on Issuer's common stock. The number of derivative securities in column 5 includes vested dividend equivalent rights accrued but not released since the grant date.

F3: On 12/07/16 the reporting person was granted performance adjusted restricted stock ("PARS") subject to certain return on invested capital performance conditions and/or relative total stockholder return conditions being met at the time of vesting. These PARS vest 50% after 2 and 3 years subjects to performance, and are issued in Issuer's common stock.

F4: The sales reported on this Form 4 were effectuated pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on 12/01/16 to sell these shares to satisfy taxes associated with the PARs vesting on 10/31/17.

F5: The price in Column 4 is a weighted average price. The prices actually paid ranged from $13.66 to $13.94. Upon request, the reporting person will provide to the Issuer, any security holder of the Issuer, or the SEC staff information regarding the number of shares purchased at each price within the range.

F6: As reported in the Registration Statements on Form 10 filed by Issuer with the SEC, in connection with the spin-offs of Everett SpinCo, Inc. on 04/01/17 and Seattle SpinCo, Inc. on 09/01/17, equity-based awards granted by Issuer, prior to the spin-offs 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-offs, 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-offs, unless otherwise noted. The reporting person's equity based awards reflect the conversion adjustments.

F7: Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock.

F8: As previously reported, on 12/10/14 the reporting person was granted 24,090 restricted stock units ("RSUs"), 8,030 of which vested early on 09/17/15, 14,442 of which vested on 12/10/16, and 24,303 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. Also included is 248.75 dividend equivalent rights that reflect 69.0489 dividend equivalent rights at $17.90 per RSU credited to the reporting person's account on 04/05/17, 72.9619 dividend equivalent rights at $16.94 per RSU credited to the reporting person's account on 07/05/17, and 106.7361dividend equivalent rights at $14.80 per RSU credited to the reporting person's account on 10/04/17. Unvested RSUs in this footnote, and the amount in column 9 reflect the conversion adjustments noted in footnote (6) above.

F9: As previously reported, on 11/02/15 the reporting person was granted 94,893 RSUs, 31,631 of which vested on 11/02/16, and 53,230 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. Also included is 1,089.63 dividend equivalent rights that reflect 302.4642 dividend equivalent rights at $17.90 per RSU credited to the reporting person's account on 04/05/17, 319.6051 dividend equivalent rights at $16.94 per RSU credited to the reporting person's account on 07/05/17, and 467.5608 dividend equivalent rights at $14.80 per RSU credited to the reporting person's account on 10/04/17. Unvested RSUs in this footnote, and the amount in column 9 reflect the conversion adjustments noted in footnote (6) above.

F10: As previously reported, on 12/09/15 the reporting person was granted 46,296 RSUs, 15,432 of which vested on 12/09/16, 25,969 of which will vest on 12/09/17, and 25,970 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. Also included is 531.60 dividend equivalent rights that reflect 147.5645 dividend equivalent rights at $17.90 per RSU credited to the reporting person's account on 04/05/17, 155.9271 dividend equivalent rights at $16.94 per RSU credited to the reporting person's account on 07/05/17, and 228.1105 dividend equivalent rights at $14.80 per RSU credited to the reporting person's account on 10/04/17. Unvested RSUs in this footnote, and the amount in column 9 reflect the conversion adjustments noted in footnote (6) above.

F11: As previously reported, on 12/07/16 the reporting person was granted 55,713 RSUs, 31,251 of which will vest on 12/07/17, and 31,253 of which will vest on each of 12/07/18 and 12/07/19. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on Issuer's common stock. Also included is 959.61 dividend equivalent rights that reflect 266.3729 dividend equivalent rights at $17.90 per RSU credited to the reporting person's account on 04/05/17, 281.4684 dividend equivalent rights at $16.94 per RSU credited to the reporting person's account on 07/05/17, and 411.7706 dividend equivalent rights at $14.80 per RSU credited to the reporting person's account on 10/04/17. Unvested RSUs in this footnote, and the amount in column 9 reflect the conversion adjustments noted in footnote (6) above.