Hewlett Packard Enterprise Co — Director's Dealing 2021

Mar 10, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Hewlett Packard Enterprise Co (HPE)
CIK: 0001645590
Period of Report: 2021-03-05

Reporting Person: MAY ALAN RICHARD (EVP, Chief People Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-03-05	Common Stock	M	227049	$8.62	Acquired	476565	Direct
2021-03-05	Common Stock	S	227049	$14.3111	Disposed	249516	Direct
2021-03-05	Common Stock	M	115968	$8.83	Acquired	365484	Direct
2021-03-05	Common Stock	S	115968	$14.3111	Disposed	249516	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-01-06	Restricted Stock Units	$	A	285.0299	Acquired		Common Stock (285.0299)	Direct
2021-01-06	Restricted Stock Units	$	A	629.2226	Acquired		Common Stock (629.2226)	Direct
2021-01-06	Restricted Stock Units	$	A	1346.5814	Acquired		Common Stock (1346.5814)	Direct
2021-03-05	Employee Stock Option (right to buy)	$8.62	M	227049	Disposed	2023-11-02	Common Stock (227049)	Direct
2021-03-05	Employee Stock Option (right to buy)	$8.83	M	115968	Disposed	2023-12-09	Common Stock (115968)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	100827	Indirect

Footnotes

F1: Column 5 includes an administrative adjustment of 82 shares that were over reported in the withholding of taxes related to the reporting person's 12/07/20 reportable transaction.

F2: The reported transactions reflect the reporting person's exercise and sale of his employee stock options pursuant to a court ordered marital settlement agreement ("Order). The reporting person disclaims beneficial ownership to, and no longer reports as beneficially owned, any securities sold on behalf of, or owned by, his ex-spouse pursuant to the Order.

F3: The price in Column 4 is a weighted average price. The prices actually paid ranged from $14.1900 to $14.3750. 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 12/10/18 the reporting person was granted 85,793 Restricted Stock Units ("RSUs"), 28,597 of which vested on 12/10/19, 28,598 of which vested on 12/10/20 and 28,598 of which will vest on 12/10/21. 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 285.0299 dividend equivalent rights at $12.0400 per RSU credited to the reporting person's account on 01/06/21.

F6: As previously reported, on 12/10/19 the reporting person was granted 94,697 RSUs, 31,565 of which vested on 12/10/20, and 31,566 of which will vest on each of 12/10/21 and 12/10/22. 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 629.2260 dividend equivalent rights at $12.0400 per RSU credited to the reporting person's account on 01/06/21.

F7: As previously reported, on 12/10/20 the reporting person was granted 135,107 RSUs, 45,035 of which will vest on 12/10/21, and 45,036 of which will vest on each of 12/10/22 and 12/10/23. 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 1,346.58140 dividend equivalent rights at $12.0400 per RSU credited to the reporting person's account on 01/06/21.

F8: As reported in the Registration Statements on Form 10 filed by Issuer with the SEC, in connection with the spin-offs of Everett SpinCo, Inc. on 04/01/17 and Seattle SpinCo, Inc. on 09/01/17, equity-based awards granted by Issuer, prior to the spin-offs were converted to adjust the award in a manner intended to preserve the aggregate intrinsic value of the original award as measured immediately before and immediately after the spin-offs, subject to rounding. The adjusted equity award is otherwise subject to the same terms and conditions that applied to the original award immediately prior to the spin-offs, unless otherwise noted. The reporting person's equity based awards reflect the conversion adjustments.

F9: As previously reported, the performance contingent stock options vested 33.3% on each of the first two anniversaries of the grant date, and 33.4% on the third anniversary, in each case subject to the satisfaction of certain stock price performance conditions being met within five years following the grant date.

F10: This option became exercisable beginning on this date.

F11: This option is no longer exercisable beginning on this date.