Hewlett Packard Enterprise Co — Director's Dealing 2017

May 31, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Hewlett Packard Enterprise Co (HPE)
CIK: 0001645590
Period of Report: 2017-05-27

Reporting Person: STONESIFER TIMOTHY C. (EVP & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-05-27	Common Stock	M	72253	$18.83	Acquired	109423	Direct
2017-05-27	Common Stock	F	34385	$18.83	Disposed	75038	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-04-05	Restricted Stock Units	$	A	21.4936	Acquired		Common Stock (21.4936)	Direct
2017-05-27	Restricted Stock Units	$	M	72253	Disposed		Common Stock (72253)	Direct
2017-04-05	Restricted Stock Units	$	A	219.976	Acquired		Common Stock (219.976)	Direct
2017-04-05	Restricted Stock Units	$	A	160.9821	Acquired		Common Stock (160.9821)	Direct
2017-04-05	Restricted Stock Units	$	A	387.4508	Acquired		Common Stock (387.4508)	Direct

Footnotes

F1: 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.

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

F3: As previously reported, on 12/10/14, the reporting person was granted 7,500 restricted stock units ("RSUs"), 2,500 of which vested early on 09/17/15, 4,496 of which vested on 12/10/16, and 5,919 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 21.4936 dividend equivalent rights being reported reflect 21.4936 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 (1) above.

F4: As previously reported, on 05/27/15, the reporting person was granted 88,810 RSUs, 53,242 of which vested on 05/27/16, 70,102 of which vested on 05/27/17, and 70,103 of which will vest on 05/27/18. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on Issuer's common stock. The 509.1243 dividend equivalent rights being reported reflect 509.1243 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 2,151 vested dividend equivalent rights and a de minimus adjustment of 0.0561 due to fractional rounding of the dividend equivalent rights. Unvested RSUs in this footnote, and the amount in column 9 reflect the conversion adjustment noted in footnote (1) above.

F5: As previously reported, on 11/02/15, the reporting person was granted 69,013 RSUs, 23,004 of which vested on 11/02/16, 30,289 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 219.9760 dividend equivalent rights being reported reflect 219.9760 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 (1) above.

F6: As previously reported, on 12/09/15, the reporting person was granted 50,505 RSUs, 16,835 of which vested on 12/09/16, and 22,166 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 160.9821 dividend equivalent rights being reported reflect 160.9821 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 (1) above.

F7: As previously reported, on 12/07/16 the reporting person was granted 81,037 RSUs, 35,566 of which will vest on each of 12/07/17, 12/07/18, and 12/07/19. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on Issuer's common stock. The 387.4508 dividend equivalent rights being reported reflect 387.4508 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 (1) above.