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: SCHULTZ JOHN F (EVP, CLAA & SEC)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-06-01	Common Stock	M	55162	$15.53	Acquired	249919.4901	Direct
2018-06-01	Common Stock	F	19365	$15.53	Disposed	230554.4901	Direct
2018-06-01	Common Stock	M	26912	$15.53	Acquired	257466.4901	Direct
2018-06-01	Common Stock	F	11732	$15.53	Disposed	245734.4901	Direct
2018-06-01	Common Stock	A	94049	$15.53	Acquired	339783.4901	Direct
2018-06-04	Common Stock	S	49250	$15.5066	Disposed	290533.4901	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-06-01	Restricted Stock Units	$	M	55162	Disposed		Common Stock (55162)	Direct
2018-06-01	Restricted Stock Units	$	M	26912	Disposed		Common Stock (26912)	Direct
2018-01-03	Restricted Stock Units	$	A	590.6734	Acquired		Common Stock (590.6734)	Direct
2018-01-03	Restricted Stock Units	$	A	1329.0954	Acquired		Common Stock (1329.0954)	Direct

Footnotes

F1: The total beneficial ownership includes 447.5886 shares at $16.198 per share acquired under the Issuer's 2015 Employee Stock Purchase Plan ("ESPP") on 04/30/18 with respect to shares held under the ESPP. The total beneficial ownership includes the acquisition of 2.7950 shares at $14.64560 per share received on 01/03/18 through dividends paid in shares, 2.3960 shares at $17.2500 per share received on 04/04/16 through dividends paid in shares.

F2: 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.

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 PARSUs early vesting on 06/01/18.

F4: The price in Column 4 is a weighted average price. The prices actually paid ranged from $15.47 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.

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

F6: As previously reported, on 11/02/15 the reporting person was granted 94,893 Restricted Stock Units ("RSUs"), 31,631 of which vested on 11/02/16, 53,230 of which vested on 11/02/17, and 53,230 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 271.5816 dividends equivalent rights at $14.70 per RSU credited to the reporting person's account on 01/03/18, and 231.4348 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 1,932 vested dividend equivalent rights and a de minimus adjustment of 0.9836 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 12/09/15 the reporting person was granted 46,296 RSUs, 15,432 of which vested on 12/09/16, 25,969 of which vested on 12/09/17, and 25,970 of which will 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 132.50 dividends equivalent rights at $14.70 per RSU credited to the reporting person's account on 01/03/18, and 112.9130 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 942 vested dividend equivalent rights and a de minimus adjustment of 0.5870 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.

F8: As previously reported, on 12/07/16 the reporting person was granted 55,713 RSUs, 31,251 of which vested on 12/07/17, and 31,253 of which will vest on each of 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 590.6734 dividend equivalent rights reported in Column 5 includes 318.9082 dividends equivalent rights at $14.70 per RSU credited to the reporting person's account on 01/03/18, and 271.7652 dividend equivalent rights at $17.25 per RSU credited to the reporting person's account on 04/04/18. RSUs in this footnote, and the amount in column 5 reflect the conversion adjustment previously reported.

F9: As previously reported, on 12/07/17 the reporting person was granted 140,647 RSUs, 46,882 of which will vest on each of 12/07/18 and 12/07/19, and 46,883 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 1,329.0954 dividend equivalent rights reported in Column 5 includes 717.5867 dividends equivalent rights at $14.70 per RSU credited to the reporting person's account on 01/03/18, and 611.5087 dividend equivalent rights at $17.25 per RSU credited to the reporting person's account on 04/04/18.