Hewlett Packard Enterprise Co — Director's Dealing 2017

Nov 2, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Hewlett Packard Enterprise Co (HPE)
CIK: 0001645590
Period of Report: 2017-10-31

Reporting Person: Gomez Henry (EVP, CM & CO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-10-31	Common Stock	A	45004	$13.92	Acquired	45004	Direct
2017-10-31	Common Stock	F	25522	$13.92	Disposed	19482	Direct
2017-10-31	Common Stock	A	94047	$13.92	Acquired	113529	Direct
2017-11-02	Common Stock	S	55200	$13.5297	Disposed	58329	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-10-04	Restricted Stock Units	$	A	97.847	Acquired		Common Stock (97.847)	Direct
2017-10-04	Restricted Stock Units	$	A	510.0787	Acquired		Common Stock (510.0787)	Direct
2017-10-04	Restricted Stock Units	$	A	228.1105	Acquired		Common Stock (228.1105)	Direct
2017-10-04	Restricted Stock Units	$	A	411.7706	Acquired		Common Stock (411.7706)	Direct

Footnotes

F1: On 12/09/15 the reporting person was granted performance adjusted restricted stock units ("PARSUs") subject to certain return on invested capital performance conditions and/or relative total stockholder return conditions being met at the time of vesting. These PARSUs vest 50% after 2 and 3 years subjects to performance. Dividend equivalent rights accrue with respect to these PARSUs when and as dividends are paid on Issuer's common stock. The number of derivative securities in column 5 includes vested dividend equivalent rights accrued but not released since the grant date.

F2: On 12/07/16 the reporting person was granted performance adjusted restricted stock ("PARS") subject to certain return on invested capital performance conditions and/or relative total stockholder return conditions being met at the time of vesting. These PARS vest 50% after 2 and 3 years subjects to performance, and are issued in Issuer's common stock.

F3: The sales reported on this Form 4 were effectuated pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on 12/01/16 to sell these shares to satisfy taxes associated with the PARs vesting on 10/31/17.

F4: The price in Column 4 is a weighted average price. The prices actually paid ranged from $13.50 to $13.57. 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.

F5: Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock.

F6: As reported in the Registration Statements on Form 10 filed by Issuer with the SEC, in connection with the spin-offs of Everett SpinCo, Inc. on 04/01/17 and Seattle SpinCo, Inc. on 09/01/17, equity-based awards granted by Issuer, prior to the spin-offs 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-offs, 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-offs, unless otherwise noted. The reporting person's equity-based awards reflect the conversion adjustments.

F7: As previously reported, on 12/10/14 the reporting person was granted 22,082 Restricted Stock Units ("RSUs"), 7,360 of which vested early on 09/17/15, 13,238 of which vested on 12/10/16, and 22,279 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. Also included is 97.8470 dividend equivalent rights at $14.80 per RSU credited to the reporting person's account on 10/04/17. Unvested RSUs in this footnote, and the amount in column 9 reflect the conversion adjustments noted in footnote (6) above.

F8: As previously repored, on 11/02/15 the reporting person was granted 103,520 RSUs, 34,506 of which vested on 11/02/16, 58,070 of which will vest on 11/02/17, and 58,071 of which will vest on 11/02/18. Also included is 510.0787 dividend equivalent rights at $14.80 per RSU credited to the reporting person's account on 10/04/17. Unvested RSUs in this footnote, and the amount in column 9 reflect the conversion adjustments noted in footnote (6) above.

F9: As previously reported, on 12/09/15 the reporting person was granted 46,296 RSUs, 15,432 of which vested on 12/09/16, 25,969 of which will vest on 12/09/17, and 25,970 of which will vest on 12/09/18. Also included is 228.1105 dividend equivalent rights at $14.80 per RSU credited to the reporting person's account on 10/04/17. Unvested RSUs in this footnote, and the amount in column 9 reflect the conversion adjustments noted in footnote (6) above.

F10: As previously reported, on 12/07/16 the reporting person was granted 55,713 RSUs, 31,251 of which will vest on 12/07/17, and 31,253 of which will vest on each of 12/07/18 and 12/07/19. Also included is 411.7706 dividend equivalent rights at $14.80 per RSU credited to the reporting person's account on 10/04/17. Unvested RSUs in this footnote, and the amount in column 9 reflect the conversion adjustments noted in footnote (6) above.