Hewlett Packard Enterprise Co — Director's Dealing 2017

Sep 28, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Hewlett Packard Enterprise Co (HPE)
CIK: 0001645590
Period of Report: 2017-09-26

Reporting Person: Gomez Henry (EVP, CM & CO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-09-26	Common Stock	M	397876	$7.05	Acquired	494360	Direct
2017-09-26	Common Stock	S	397876	$14.87	Disposed	96484	Direct
2017-09-26	Common Stock	S	96484	$14.87	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-09-26	Employee Stock Option (Right to Buy)	$7.05	M	397876	Disposed	2021-09-26	Common Stock (397876)	Direct
2017-01-04	Restricted Stock Units	$	A	166.8775	Acquired		Common Stock (166.8775)	Direct
2017-01-04	Restricted Stock Units	$	A	869.9315	Acquired		Common Stock (869.9315)	Direct
2017-01-04	Restricted Stock Units	$	A	389.0421	Acquired		Common Stock (389.0421)	Direct
2017-01-04	Restricted Stock Units	$	A	702.2697	Acquired		Common Stock (702.2697)	Direct

Footnotes

F1: The sales reported on this Form 4 were effectuated pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on 06/02/17.

F2: This option became 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: 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.

F6: As previously reported, on 12/10/14 the reporting person was granted 22,082 Restricted Stock Units ("RSUs"), 7,360 of which vested early on 09/17/15, 13,238 of which vested on 12/10/16, and 22,279 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 166.8775 dividend equivalent rights being reported reflect 36.6966 dividend equivalent rights at $23.45 per RSU credited to the reporting person's account on 01/04/17, 63.2969 dividend equivalent rights at $17.90 per RSU credited to the reporting person's account on 04/05/17, and 66.8840 dividend equivalent rights at $16.94 per RSU credited to the reporting person's account on 07/05/17. Unvested RSUs in this footnote, and the amount in column 9 reflect the conversion adjustments noted in footnote (5) above.

F7: As previously repored, on 11/02/15 the reporting person was granted 103,520 RSUs, 34,506 of which vested on 11/02/16, 58,070 of which will vest on 11/02/17, and 58,071 of which will vest on 11/02/18. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on Issuer's common stock. The 869.9315 dividend equivalent rights being reported reflect 191.2968 dividend equivalent rights at $23.45 per RSU credited to the reporting person's account on 01/04/17, 329.9676 dividend equivalent rights at $17.90 per RSU credited to the reporting person's account on 04/05/17, and 348.6671 dividend equivalent rights at $16.94 per RSU credited to the reporting person's account on 07/05/17. Unvested RSUs in this footnote, and the amount in column 9 reflect the conversion adjustments noted in footnote (5) above.

F8: 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. The 389.0421 dividend equivalent rights being reported reflect 85.5505 dividend equivalent rights at $23.45 per RSU credited to the reporting person's account on 01/04/17, 147.5645 dividend equivalent rights at $17.90 per RSU credited to the reporting person's account on 04/05/17, and 155.9271 dividend equivalent rights at $16.94 per RSU credited to the reporting person's account on 07/05/17. Unvested RSUs in this footnote, and the amount in column 9 reflect the conversion adjustments noted in footnote (5) above.

F9: 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. The 702.2697 dividend equivalent rights being reported reflect 154.4284 dividend equivalent rights at $23.45 per RSU credited to the reporting person's account on 01/04/17, 266.3729 dividend equivalent rights at $17.90 per RSU credited to the reporting person's account on 04/05/17, and 281.4684 dividend equivalent rights at $16.94 per RSU credited to the reporting person's account on 07/05/17. Unvested RSUs in this footnote, and the amount in column 9 reflect the conversion adjustments noted in footnote (5) above.