Hewlett Packard Enterprise Co — Director's Dealing 2017

Apr 26, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Hewlett Packard Enterprise Co (HPE)
CIK: 0001645590
Period of Report: 2017-04-24

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-04-24	Common Stock	M	359702	$5.85	Acquired	420780.3967	Direct
2017-04-24	Common Stock	S	359702	$18.358	Disposed	61078.3967	Direct
2017-04-24	Common Stock	M	107655	$11.40	Acquired	168733.3967	Direct
2017-04-24	Common Stock	S	107655	$18.358	Disposed	61078.3967	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-04-24	Employee Stock Option (Right to Buy)	$5.85	M	359702	Disposed	2020-12-06	Common Stock (359702)	Direct
2017-04-24	Employee Stock Option (Right to Buy)	$11.40	M	107655	Disposed	2021-12-11	Common Stock (107655)	Direct
2017-04-01	Restricted Stock Units	$	A	4738.31	Acquired		Common Stock (4738.31)	Direct
2017-04-01	Restricted Stock Units	$	A	20331.9954	Acquired		Common Stock (20331.9954)	Direct
2017-04-01	Restricted Stock Units	$	A	9919.1578	Acquired		Common Stock (9919.1578)	Direct
2017-04-01	Restricted Stock Units	$	A	17690.9023	Acquired		Common Stock (17690.9023)	Direct

Footnotes

F1: The sale reported on this Form 4 was effectuated pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on 03/13/17.

F2: The price in Column 4 is a weighted average price. The prices actually paid ranged from $18.23 to $18.43. 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.

F3: This option became exercisable beginning on this date.

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

F5: 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.

F6: Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock.

F7: 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 19,015 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. Unvested RSUs in this footnote, and the amount in column 5 reflect the conversion adjustment noted in footnote (5) above.

F8: 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 41,647 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. Unvested RSUs in this footnote, and the amount in column 5 reflect the conversion adjustment noted in footnote (5) above.

F9: As previously reported, on 12/09/15 the reporting person was granted 46,296 RSUs, 15,432 of which vested on 12/09/16, 20,318 of which will vest on 12/09/17, and 20,319 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. Unvested RSUs in this footnote, and the amount in column 5 reflect the conversion adjustment noted in footnote (5) above.

F10: As previously reported, on 12/07/16 the reporting person was granted 55,713 RSUs, 24,451 of which will vest on 12/07/17, and 24,452 of which will vest on each of 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. Unvested RSUs in this footnote, and the amount in column 5 reflect the conversion adjustment noted in footnote (5) above.