SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
WHITMAN MARGARET C

(Last) (First) (Middle)
C/O HEWLETT PACKARD ENTERPRISE COMPANY
3000 HANOVER STREET

(Street)
PALO ALTO CA 94304

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Hewlett Packard Enterprise Co [ HPE ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
02/02/2018
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 02/02/2018 M 299,628 A $16.65 1,705,823 D
Common Stock 02/02/2018 F 141,434 D $16.65 1,564,389 D
Common Stock 02/02/2018 M 126,690 A $16.65 1,691,079 D
Common Stock 02/02/2018 F 62,814 D $16.65 1,628,265 D
Common Stock 02/02/2018 A 444,593(1) A $16.65 2,072,858 D
Common Stock 02/06/2018 S 242,165(2) D $15.2707(3) 1,830,693 D
Common Stock 66(4) I By Living Trust
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (5) 02/02/2018 M 299,628(6) (6) (6) Common Stock 299,628 (6) 0 D
Restricted Stock Units (5) 02/02/2018 M 126,690(7) (7) (7) Common Stock 126,690 (7) 0 D
Restricted Stock Units (5) 02/02/2018 A 1,507.551(8) (8) (8) Common Stock 1,507.551 (8) 301,310.551 D
Restricted Stock Units (5) 02/02/2018 A 2,067(9) (9) (9) Common Stock 2,067 (9) 2,067 D
Explanation of Responses:
1. 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.
2. 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.
3. 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.
4. There is no reportable change since the last filing. This is a reiteration of holdings only.
5. Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock.
6. 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.
7. 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.
8. 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.
9. 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.
Remarks:
Derek Windham as Attorney-in-Fact for Margaret C. Whitman 02/06/2018
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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