Hewlett Packard Enterprise Co — Director's Dealing 2017

Sep 14, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Hewlett Packard Enterprise Co (HPE)
CIK: 0001645590
Period of Report: 2017-09-13

Reporting Person: WHITMAN MARGARET C (Director, CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-09-13	Common Stock	M	124519	$4.97	Acquired	892118	Direct
2017-09-13	Common Stock	S	124519	$13.08	Disposed	767599	Direct
2017-09-14	Common Stock	M	124533	$4.97	Acquired	892132	Direct
2017-09-14	Common Stock	S	124533	$13.1967	Disposed	767599	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-09-13	Employee Stock Option (right to buy)	$4.97	M	124519	Disposed	2021-01-02	Common Stock (124519)	Direct
2017-09-14	Employee Stock Option (right to buy)	$4.97	M	124533	Disposed	2021-01-02	Common Stock (124533)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	66	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$		Common Stock ()	109915.713	Direct
Restricted Stock Units	$		Common Stock ()	593740.15	Direct
Restricted Stock Units	$		Common Stock ()	251049.234	Direct
Restricted Stock Units	$		Common Stock ()	447757.66	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 03/13/17.

F2: The price in Column 4 is a weighted average price. The prices actually paid ranged from $13.13 to $13.25. 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: Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock.

F5: As reported in the Registration Statement on Form 10 filed by Issuer with the SEC, in connection with the spin-off of Seattle SpinCo, Inc. on 09/01/17, 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: This option became exercisable beginning on this date.

F7: This option is no longer exercisable beginning on this date.

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 105,320 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. Unvested RSUs in this footnote, and the amount in column 9 reflect the conversion adjustment noted in footnote (5) 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, 290,350 of which will vest on 11/02/17, and 290,352 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. Unvested RSUs in this footnote, and the amount in column 9 reflect the conversion adjustment noted in footnote (5) 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 122,768 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. Unvested RSUs in this footnote, and the amount in column 9 reflect the conversion adjustment noted in footnote (5) above.

F11: As previously reported, on 12/07/16 the reporting person was granted 263,371 RSUs, 147,739 of which will vest on each of 12/07/17 and 12/07/18, and 147,741 of which will vest on 12/17/19. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on Issuer's common stock. Unvested RSUs in this footnote, and the amount in column 9 reflect the conversion adjustment noted in footnote (5) above.