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: MAY ALAN RICHARD (EVP, HR)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-06-01	Common Stock	M	66364	$15.53	Acquired	66364	Direct
2018-06-01	Common Stock	F	23337	$15.53	Disposed	43027	Direct
2018-06-01	Common Stock	M	50147	$15.53	Acquired	93174	Direct
2018-06-01	Common Stock	F	24864	$15.53	Disposed	68310	Direct
2018-06-01	Common Stock	M	19574	$15.53	Acquired	87884	Direct
2018-06-01	Common Stock	F	9706	$15.53	Disposed	78178	Direct
2018-06-01	Common Stock	A	68399	$15.53	Acquired	146577	Direct
2018-06-04	Common Stock	S	35850	$15.5042	Disposed	110727	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-06-01	Restricted Stock Units	$	M	66364	Disposed		Common Stock (66364)	Direct
2018-06-01	Restricted Stock Units	$	M	50147	Disposed		Common Stock (50147)	Direct
2018-06-01	Restricted Stock Units	$	M	19574	Disposed		Common Stock (19574)	Direct
2018-04-04	Restricted Stock Units	$	A	247.0565	Acquired		Common Stock (247.0565)	Direct
2018-04-04	Restricted Stock Units	$	A	458.6304	Acquired		Common Stock (458.6304)	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 06/22/15, the reporting person was granted 63,091 restricted stock units ("RSUs"), 37,823 of which vested on 06/22/16, 49,801 of which vested on 06/22/17, and 63,653 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 276.7522 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 2,711 vested dividend equivalent rights and a de minimus adjustment of 0.8036 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 11/02/15, the reporting person was granted 86,266 RSUs, 28,755 of which vested on 11/02/16, 48,391 of which vested on 11/02/17, and 48,391 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 210.3957 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 1,756 vested dividend equivalent rights and a de minimus adjustment of 0.7114 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 33,670 RSUs, 11,223 of which vested on 12/09/16, 18,886 of which vested on 12/09/17, and 68,399 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 82.1261 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 685 vested dividend equivalent rights and a de minimus adjustment of 0.5015 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 50,648 RSUs, 28,410 of which vested on 12/07/17, 28,411 of which will vest on 12/07/18, and 28,412 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. Also included is 247.0565 dividend equivalent rights at $17.25 per RSU credited to the reporting person's account on 04/04/18. Unvested RSUs in this footnote reflect post spin-off conversion adjustments previously reported.

F9: As previously reported, on 12/07/17, the reporting person was granted 105,485 RSUs, 35,161 of which will vest on 12/07/18, and 35,162 of which will vest on each of 12/07/19 and 12/07/20. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on Issuer's common stock. Also included is 458.6304 dividend equivalent rights at $17.25 per RSU credited to the reporting person's account on 04/04/18.