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: STONESIFER TIMOTHY C. (EVP & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-06-01	Common Stock	M	40118	$15.53	Acquired	246203	Direct
2018-06-01	Common Stock	F	19891	$15.53	Disposed	226312	Direct
2018-06-01	Common Stock	M	29358	$15.53	Acquired	255670	Direct
2018-06-01	Common Stock	F	14557	$15.53	Disposed	241113	Direct
2018-06-01	Common Stock	A	102599	$15.53	Acquired	343712	Direct
2018-06-04	Common Stock	S	53750	$15.5058	Disposed	289962	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-06-01	Restricted Stock Units	$	M	40118	Disposed		Common Stock (40118)	Direct
2018-06-01	Restricted Stock Units	$	M	29358	Disposed		Common Stock (29358)	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 $15.38 to $15.63. 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 69,013 Restricted Stock Units ("RSUs"), 23,004 of which vested on 11/02/16, 38,713 of which vested on 11/02/17, and 38,713 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 number of derivative securities in column 5 also includes 1,405 vested dividend equivalent rights and a de minimus adjustment of 0.1673 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 50,505 RSUs, 16,835 of which vested on 12/09/16, 28,331 of which vested on 12/09/17, and 28,331 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 number of derivative securities in column 5 also includes 1,027 vested dividend equivalent rights and a de minimus adjustment of 0.2758 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.