Hewlett Packard Enterprise Co — Director's Dealing 2017

May 12, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Hewlett Packard Enterprise Co (HPE)
CIK: 0001645590
Period of Report: 2017-05-10

Reporting Person: Karros Kirt P (SVP, Finance & Treasurer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-05-10	Common Stock	M	56797	$11.01	Acquired	56797	Direct
2017-05-10	Common Stock	S	56797	$18.99	Disposed	0	Direct
2017-05-10	Common Stock	M	6650	$11.28	Acquired	6650	Direct
2017-05-10	Common Stock	S	6650	$18.99	Disposed	0	Direct
2017-05-11	Common Stock	M	31621	$18.86	Acquired	31621	Direct
2017-05-11	Common Stock	F	11883	$18.86	Disposed	19738	Direct
2017-05-11	Common Stock	M	971	$18.86	Acquired	20709	Direct
2017-05-11	Common Stock	F	365	$18.86	Disposed	20344	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-05-10	Employee Stock Option (Right to buy)	$11.01	M	56797	Acquired	2023-11-02	Common Stock (56797)	Direct
2017-05-10	Employee Stock Option (Right to buy)	$11.28	M	6650	Acquired	2023-12-09	Common Stock (6650)	Direct
2017-05-11	Restricted Stock Units	$	M	31621	Disposed		Common Stock (31621)	Direct
2017-01-04	Restricted Stock Units	$	A	217.1952	Acquired		Common Stock (217.1952)	Direct
2017-01-04	Restricted Stock Units	$	A	76.2974	Acquired		Common Stock (76.2974)	Direct
2017-01-04	Restricted Stock Umits	$	A	137.7118	Acquired		Common Stock (137.7118)	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 03/19/17.

F2: Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock.

F3: This option vested and 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: As previously reported, on 05/11/15, the reporting person was granted 40,059 restricted stock units ("RSUs"), 24,015 of which vested on 05/11/16, and 31,621 of which vested on 05/11/17, and 31,621 of which will vest on and 05/11/18. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on Issuer's common stock. The dividend equivalent rights being reported include 133.1377 dividend equivalent rights at $23.45 per RSU credited to the reporting person's account on 01/04/17, and 229.6497 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 971 vested dividend equivalent rights and a de minimus adjustment of 0.9480 due to fractional rounding of the dividend equivalent rights. Unvested RSUs in this footnote, and the amount in column 5 reflect the conversion adjustment noted in footnote (5) above.

F7: As previously reported, on 11/02/15 the reporting person was granted 43,133 RSUs, 14,377 of which vested on 11/02/16, and 18,931 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. The dividend equivalent rights being reported include 79.7075 dividend equivalent rights at $23.45 per RSU credited to the reporting person's account on 01/04/17, and 137.4877 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 5 reflect the conversion adjustment noted in footnote (5) above.

F8: As previously reported, on 12/09/15 the reporting person was granted 15,152 RSUs, 5,050 of which vested on 12/09/16, and 6,650 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 dividend equivalent rights being reported include 28.0013 dividend equivalent rights at $23.45 per RSU credited to the reporting person's account on 01/04/17, and 48.2961 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 5 reflect the conversion adjustment noted in footnote (5) above.

F9: As previously reported, on 12/07/16 the reporting person was granted 18,233 RSUs, 8,002 of which vests on each of 12/07/17, and 6,650 of which will vest on each of 12/09/17, 12/09/18. Dividend equivalent rights accrue with respe6t to these RSUs when and as dividends are paid on Issuer's common stock. The dividend equivalent rights being reported include 50.5392,dividend equivalent rights at $23.45 per RSU credited to the reporting person's account on 01/04/17, and 87.1726 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 5 reflect the conversion adjustment noted in footnote (5) above.