Hewlett Packard Enterprise Co — Director's Dealing 2018

Feb 6, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Hewlett Packard Enterprise Co (HPE)
CIK: 0001645590
Period of Report: 2018-02-02

Reporting Person: WHITMAN MARGARET C (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-02-02	Common Stock	M	299628	$16.65	Acquired	1705823	Direct
2018-02-02	Common Stock	F	141434	$16.65	Disposed	1564389	Direct
2018-02-02	Common Stock	M	126690	$16.65	Acquired	1691079	Direct
2018-02-02	Common Stock	F	62814	$16.65	Disposed	1628265	Direct
2018-02-02	Common Stock	A	444593	$16.65	Acquired	2072858	Direct
2018-02-06	Common Stock	S	242165	$15.2707	Disposed	1830693	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-02-02	Restricted Stock Units	$	M	299628	Disposed		Common Stock (299628)	Direct
2018-02-02	Restricted Stock Units	$	M	126690	Disposed		Common Stock (126690)	Direct
2018-02-02	Restricted Stock Units	$	A	1507.551	Acquired		Common Stock (1507.551)	Direct
2018-02-02	Restricted Stock Units	$	A	2067	Acquired		Common Stock (2067)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	66	Indirect

Footnotes

F1: 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.

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 accelerated PARs vesting on 02/02/18 in connection with reporting person's retirement.

F3: The price in Column 4 is a weighted average price. The prices actually paid ranged from $15.00 to $15.55. 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: There is no reportable change since the last filing. This is a reiteration of holdings only.

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 517,598 Restricted Stock Units ("RSUs"), 172,532 of which vested on 11/02/16, 290,350 of which was to vest on 11/02/17, and 290,352 of which was to vest on 11/02/18. Unvested RSUs in this footnote reflect post spin-off conversion adjustments previously reported. Also included is 1,481.3878 dividend equivalent rights at $14.70 per RSU credited to the reporting person's account on 01/03/18. On 02/02/18, 290,352 unvested RSUs in this footnote were accelerated in connection with the reporting person's retirement. 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 includes 9,276 vested dividend equivalent rights and a de minimus adjustment of 0.6122 due to fractional rounding of the dividend equivalent rights.

F7: As previously reported, on 12/09/15 the reporting person was granted 218,855 RSUs, 72,951 of which vested on 12/09/16, 122,768 of which vested on 12/09/17, and 122,768 of which was to vest on 12/09/18. Unvested RSUs in this footnote reflect post spin-off conversion adjustments previously reported. Also included is 626.3673 dividend equivalent rights at $14.70 per RSU credited to the reporting person's account on 01/03/18. On 02/02/18, 122,768 unvested RSUs in this footnote were accelerated in connection with the reporting person's retirement. 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 includes 3,922 vested dividend equivalent rights and a de minimus adjustment of 0.6327 due to fractional rounding of the dividend equivalent rights.

F8: As previously reported, on 12/07/16 the reporting person was granted 263,371 RSUs, 147,739 of which vested on 12/07/17, 147,739 of which will vest on 12/07/18, and 147,741 of which will vest on 12/07/19. Also included is 1,507.5510 dividend equivalent rights at $14.70 per RSU credited to the reporting person's account on 01/03/18. Unvested RSUs in this footnote reflect post spin-off conversion adjustments previously reported.

F9: On 02/02/18 the reporting person was granted 2,067 RSUs, all of which will cliff vest on the earlier of 04/21/18 or the date of Issuer's 2018 Annual Stockholders Meeting. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on Issuer's common stock.