Hewlett Packard Enterprise Co — Director's Dealing 2017

Jun 22, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Hewlett Packard Enterprise Co (HPE)
CIK: 0001645590
Period of Report: 2017-06-20

Reporting Person: WHITMAN MARGARET C (Director, CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-06-20	Common Stock	M	97422	$5.85	Acquired	865021	Direct
2017-06-20	Common Stock	S	97422	$16.7101	Disposed	767599	Direct
2017-06-21	Common Stock	M	34770	$5.85	Acquired	802369	Direct
2017-06-21	Common Stock	S	34770	$16.7101	Disposed	767599	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-06-20	Employee Stock Option (right to buy)	$5.85	M	97422	Disposed	2020-12-06	Common Stock (97422)	Direct
2017-06-21	Employee Stock Option (right to buy)	$5.85	M	34770	Disposed	2020-12-06	Common Stock (34770)	Direct
2017-01-04	Restricted Stock Units	$	A	472.6989	Acquired		Common Stock (472.6989)	Direct
2017-01-04	Restricted Stock Units	$	A	2606.3	Acquired		Common Stock (2606.3)	Direct
2017-01-04	Restricted Stock Units	$	A	1102.0163	Acquired		Common Stock (1102.0163)	Direct
2017-01-04	Restricted Stock Units	$	A	1989.2505	Acquired		Common Stock (1989.2505)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	66	Indirect

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 03/13/17.

F2: The price in Column 4 is a weighted average price. The prices actually paid ranged from $16.71 to $16.715. 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: There is no reportable change since the last filing. This is a reiteration of holdings only.

F4: 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.

F5: This option became exercisable beginning on this date.

F6: This option is no longer exercisable beginning on this date.

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 104,390 restricted stock units ("RSUs"), 34,796 of which vested early on 09/17/15, 62,583 of which vested on 12/10/16, and 82,402 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 472.6989 dividend equivalent rights being reported reflect 173.4738 dividend equivalent rights at $23.45 per RSU credited to the reporting person's account on 01/04/17, and 299.2251 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 (4) above.

F9: As previously reported, on 11/02/15 the reporting person was granted 517,598 RSUs, 172,532 of which vested on 11/02/16, 227,168 of which will vest on 11/02/17, and 227,169 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 2,606.3000 dividend equivalent rights being reported reflect 956.4729 dividend equivalent rights at $23.45 per RSU credited to the reporting person's account on 01/04/17, and 1,649.8271 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 (4) above.

F10: As previously reported, on 12/09/15 the reporting person was granted 218,855 RSUs, 72,951 of which vested on 12/09/16, and 96,053 of which will vest on each of 12/09/17 and 12/09/18. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on Issuer's common stock. The 1,102.0163 dividend equivalent rights being reported reflect 404.4247 dividend equivalent rights at $23.45 per RSU credited to the reporting person's account on 01/04/17, and 697.5916 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 (4) above.

F11: As previously reported, on 12/07/16 the reporting person was granted 263,371 RSUs, 115,590 of which will vest on each of 12/07/17, 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 1,989.2505 dividend equivalent rights being reported reflect 730.0262 dividend equivalent rights at $23.45 per RSU credited to the reporting person's account on 01/04/17, and 1,259.2243 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 (4) above.