Hewlett Packard Enterprise Co — Director's Dealing 2017

Jun 26, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Hewlett Packard Enterprise Co (HPE)
CIK: 0001645590
Period of Report: 2017-06-22

Reporting Person: MAY ALAN RICHARD (EVP, HR)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-06-22	Common Stock	M	51042	$16.68	Acquired	88713	Direct
2017-06-22	Common Stock	F	19183	$16.68	Disposed	69530	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-06-22	Restricted Stock Units	$	M	51042	Disposed		Common Stock (51042)	Direct
2017-01-04	Restricted Stock Units	$	A	434.3804	Acquired		Common Stock (434.3804)	Direct
2017-01-04	Restricted Stock Units	$	A	169.5424	Acquired		Common Stock (169.5424)	Direct
2017-01-04	Restricted Stock Units	$	A	382.5448	Acquired		Common Stock (382.5448)	Direct

Footnotes

F1: Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock.

F2: 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.

F3: As previously reported, on 06/22/15, the reporting person was granted 63,091 restricted stock units ("RSUs"), 37,823 of which vested on 06/22/16, and 49,801 of which vested on 06/22/17, and 49,802 of which will vest on 06/22/18. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on Issuer's common stock. Also included in column 9 is 571.3722 dividend equivalent rights that reflect 209.6853 dividend equivalent rights at $23.45 per RSU credited to the reporting person's account on 01/04/17, and 361.6869 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 1,241 vested dividend equivalent rights and a de minimus adjustment of 0.8339 due to fractional rounding of the dividend equivalent rights. Unvested RSUs in this footnote, and the amount in column 9 also reflect the conversion adjustment noted in footnote (2) above.

F4: As previously reported, on 11/02/15, the reporting person was granted 86,266 RSUs, 28,755 of which vested on 11/02/16, 37,861 of which will vest on 11/02/17, and 37,861 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 434.3804 dividend equivalent rights being reported reflect 159.4122 dividend equivalent rights at $23.45 per RSU credited to the reporting person's account on 01/04/17, and 274.9682 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 (2) above.

F5: As previously reported, on 12/09/15, the reporting person was granted 33,670 RSUs, 11,223 of which vested on 12/09/16, 14,777 of which will vest on 12/09/17, and 14,778 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 169.5424 dividend equivalent rights being reported reflect 62.2198 dividend equivalent rights at $23.45 per RSU credited to the reporting person's account on 01/04/17, and 107.3226 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 (2) above.

F6: As previously reported, on 12/07/16, the reporting person was granted 50,648 RSUs, 22,228 of which will vest on 12/07/17, and 22,229 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. The 382.5448 dividend equivalent rights being reported reflect 140.3889 dividend equivalent rights at $23.45 per RSU credited to the reporting person's account on 01/04/17, and 242.1559 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 (2) above.