Hewlett Packard Enterprise Co — Director's Dealing 2018

Jun 5, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Hewlett Packard Enterprise Co (HPE)
CIK: 0001645590
Period of Report: 2018-06-01

Reporting Person: Neri Antonio F (President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-06-01	Common Stock	M	120356	$15.53	Acquired	352321	Direct
2018-06-01	Common Stock	F	50123	$15.53	Disposed	302198	Direct
2018-06-01	Common Stock	M	44040	$15.53	Acquired	346238	Direct
2018-06-01	Common Stock	F	21836	$15.53	Disposed	324402	Direct
2018-06-01	Common Stock	A	153898	$15.53	Acquired	478300	Direct
2018-06-04	Common Stock	S	80550	$15.5101	Disposed	397750	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-06-01	Restricted Stock Units	$	M	120356	Disposed		Common Stock (120356)	Direct
2018-06-01	Restricted Stock Units	$	M	44040	Disposed		Common Stock (44040)	Direct
2018-01-03	Restricted Stock Units	$	A	966.5418	Acquired		Common Stock (966.5418)	Direct
2018-01-03	Restricted Stock Units	$	A	2990.4671	Acquired		Common Stock (2990.4671)	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 which were originally scheduled to vest 50% after 2 and 3 years subject to performance, and issued in Issuer's common stock, vested early on 06/01/18.

F2: 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 PARSUs early vesting on 06/01/18.

F3: The price in Column 4 is a weighted average price. The prices actually paid ranged from $15.465 to $15.62. 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.

F4: Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock.

F5: As previously reported, on 11/02/15 the reporting person was granted 207,039 Restricted Stock Units ("RSUs"), 69,013 of which vested on 11/02/16, and 116,140 of which vested on 11/02/17, and 116,140 of which vested early on 06/01/18. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on Issuer's common stock. The amount reported in Column 5 includes 592.5510 dividends equivalent rights at $14.70 per RSU credited to the reporting person's account on 01/03/18, and 504.9565 dividend equivalent rights at $17.25 per RSU credited to the reporting person's account on 04/04/18. The number of derivative securities in column 5 also includes 4,216 vested dividend equivalent rights and a de minimus adjustment of 0.4925 due to fractional rounding of the dividend equivalent rights. RSUs in this footnote, and the amount in column 5 reflect the conversion adjustment previously reported.

F6: As previously reported, on 12/09/15 the reporting person was granted 75,758 RSUs, 25,252 of which vested on 12/09/16, 42,496 of which vested on 12/09/17, and 42,498 of which vested early on 06/01/18. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on Issuer's common stock. The amount reported in Column 5 includes 216.8265 dividends equivalent rights at $14.70 per RSU credited to the reporting person's account on 01/03/18, and 184.7739 dividend equivalent rights at $17.25 per RSU credited to the reporting person's account on 04/04/18. The number of derivative securities in column 5 also includes 1,542 vested dividend equivalent rights and a de minimus adjustment of 0.3996 due to fractional rounding of the dividend equivalent rights. RSUs in this footnote, and the amount in column 5 reflect the conversion adjustment previously reported.

F7: As previously reported, on 12/07/16 the reporting person was granted 91,167 RSUs, 51,140 of which vested on 12/07/17, 51,140 of which will vest on 12/07/18, and 51,141 of which will vest on 12/07/19. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on Issuer's common stock. The 966.5418 dividend equivalent rights being reported include 521.8418 at $14.70 per RSU credited to the reporting person's account on 01/03/18, and 444.70 at $17.25 per RSU credited to the reporting person's account on 04/04/18. Unvested RSUs in this footnote, and the amount in column 5 reflect the conversion adjustment previously reported.

F8: As previously reported, on 12/07/17 the reporting person was granted 316,456 RSUs, 105,485 of which will vest on each of 12/07/18 and 12/07/19, and 105,486 of which will vest on 12/07/20. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on Issuer's common stock. The 2,990.4671 dividend equivalent rights being reported include 1,614.5714 at $14.70 per RSU credited to the reporting person's account on 01/03/18, and 1,375.8957 at $17.25 per RSU credited to the reporting person's account on 04/04/18.