Hewlett Packard Enterprise Co — Director's Dealing 2017

Nov 6, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Hewlett Packard Enterprise Co (HPE)
CIK: 0001645590
Period of Report: 2017-11-02

Reporting Person: Ricci Jeff T (SVP, Controller & PAO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-11-02	Common Stock	M	24846	$13.63	Acquired	24846	Direct
2017-11-02	Common Stock	F	10117	$13.63	Disposed	14729	Direct
2017-11-06	Common Stock	S	14729	$13.4334	Disposed	0	Direct
2017-11-06	Common Stock	M	72595	$8.62	Acquired	72595	Direct
2017-11-06	Common Stock	S	72595	$13.4334	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-07-05	Restricted Stock Units	$	A	49.9254	Acquired		Common Stock (49.9254)	Direct
2017-11-02	Restricted Stock Units	$	M	24846	Disposed		Common Stock (24846)	Direct
2017-07-05	Restricted Stock Units	$	A	251.3734	Acquired		Common Stock (251.3734)	Direct
2017-07-05	Restricted Stock Units	$	A	226.8648	Acquired		Common Stock (226.8648)	Direct
2017-11-06	Employee Stock Option (right to buy)	$8.62	M	72595	Disposed	2023-11-02	Common Stock (72595)	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 06/07/17.

F2: The price in Column 4 is a weighted average price. The prices actually paid ranged from $13.24 to $13.50. 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 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: 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 6,692 Restricted Stock Units ("RSUs"), 2,230 of which vested early on 09/17/15, 4,012 of which vested on 12/10/16, and 6,752 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 49.9254 dividend equivalent rights being reported reflect 20.2713 dividend equivalent rights at $16.94 per RSU credited to the reporting person's account on 07/05/17, and 29.6541 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 (5) above.

F8: As previously reported, on 11/02/15 the reporting person was granted 43,133 RSUs, 14,377 of which vested on 11/02/16, 24,196 of which vested on 11/02/17, and 24,196 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 357.8116 dividend equivalent rights being reported reflect 145.2792 dividend equivalent rights at $16.94 per RSU credited to the reporting person's account on 07/05/17, and 212.5324 dividend equivalent rights at $14.80 per RSU credited to the reporting person's account on 10/04/17. The number of derivative securities in column 5 includes 650 vested dividend equivalent rights and a de minimus adjustment of 0.9106 due to fractional rounding of the dividend equivalent rights. 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 12/09/15 the reporting person was granted 30,303 RSUs, 10,101 of which vested on 12/09/16, 16,997 of which will vest on 12/09/17, and 17,000 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 251.3734 dividend equivalent rights being reported reflect 102.0623 dividend equivalent rights at $16.94 per RSU credited to the reporting person's account on 07/05/17, and 149.3111 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 (5) above.

F10: As previously reported, on 12/07/16 the reporting person was granted 18,233 RSUs, 10,227 of which will vest on each of 12/07/17 and 12/07/18, and 10,228 of which will vest on 12/07/19. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on Issuer's common stock. The 226.8648 dividend equivalent rights being reported reflect 92.1128 dividend equivalent rights at $16.94 per RSU credited to the reporting person's account on 07/05/17, and 134.7520 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 (5) above.