Hewlett Packard Enterprise Co — Director's Dealing 2017

Apr 26, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Hewlett Packard Enterprise Co (HPE)
CIK: 0001645590
Period of Report: 2017-04-24

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-04-24	Common Stock	M	31695	$15.79	Acquired	31695	Direct
2017-04-24	Common Stock	S	31695	$18.2266	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-04-24	Employee Stock Option (Right to Buy)	$15.79	M	31695	Disposed	2022-12-10	Common Stock (31695)	Direct
2017-04-01	Restricted Stock Units	$	A	2480.8301	Acquired		Common Stock (2480.8301)	Direct
2017-04-01	Restricted Stock Units	$	A	1315.6391	Acquired		Common Stock (1315.6391)	Direct
2017-04-01	Restricted Stock Units	$	A	9242.0741	Acquired		Common Stock (9242.0741)	Direct
2017-04-01	Restricted Stock Units	$	A	6492.6324	Acquired		Common Stock (6492.6324)	Direct
2017-04-01	Restricted Stock Units	$	A	5789.004	Acquired		Common Stock (5789.004)	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 03/10/17.

F2: The price in Column 4 is a weighted average price. The prices actually paid ranged from $18.22 to $18.23. 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: Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock.

F6: 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.

F7: As previously reported, on 05/23/14 the reporting person was granted 12,500 RSUs, 4,166 of which vested on 05/23/15, 7,494 of which vested on 05/23/16, and 9,867 of which will vest on 05/23/17. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on Issuer's common stock. The number of derivatives in column 9 includes 20.7723 dividend equivalent rights at $23.45 per RSU credited to the reporting person's account on 01/04/17. 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 12/10/14 the reporting person was granted 6,692 RSUs, 2,230 of which vested early on 09/17/15, 4,012 of which vested on 12/10/16, and 5,283 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 number of derivatives in column 9 includes 11.1235 dividend equivalent rights at $23.45 per RSU credited to the reporting person's account on 01/04/17. 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 11/02/15 the reporting person was granted 43,133 RSUs, 14,377 of which vested on 11/02/16, 18,931 of which will vest on 11/02/17, and 18,931 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 number of derivatives in column 9 includes 79.7075 dividend equivalent rights at $23.45 per RSU credited to the reporting person's account on 01/04/17. Unvested RSUs in this footnote, and the amount in column 5 reflect the conversion adjustment noted in footnote (5) above.

F10: As previously reported, on 12/09/15 the reporting person was granted 30,303 RSUs, 10,101 of which vested on 12/09/16, and 13,299 of which will vest on 12/09/17, and 13,300 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 number of derivatives in column 9 includes 55.9970 dividend equivalent rights at $23.45 per RSU credited to the reporting person's account on 01/04/17. Unvested RSUs in this footnote, and the amount in column 5 reflect the conversion adjustment noted in footnote (5) above.

F11: As previously reported, on 12/07/16 the reporting person was granted 18,233 restricted stock units ("RSUs"), 8,001 of which will vest on 12/07/17, and 8,002 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 number of derivatives in column 9 includes 50.5392 dividend equivalent rights at $23.45 per RSU credited to the reporting person's account on 01/04/17. Unvested RSUs in this footnote, and the amount in column 5 reflect the conversion adjustment noted in footnote (5) above.