SEC FORM 4

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^*

Neri Antonio F

(Last)

(First)

(Middle)

C/O HEWLETT PACKARD ENTERPRISE COMPANY

6280 AMERICA CENTER

(Street)

SAN JOSE

95002

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
04/15/2019

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/15/2019		M		54,174	A	$8.62	59,110	D
Common Stock	04/15/2019		S		54,174⁽¹⁾	D	$16.5	4,936	D
Common Stock	04/16/2019		M		537,102	A	$8.62	542,038	D
Common Stock	04/16/2019		S		537,102⁽¹⁾	D	$16.5069⁽²⁾	4,936	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (Right to Buy)	$8.62	04/15/2019		M			54,174	11/02/2016⁽³⁾	11/02/2023⁽⁴⁾	Common Stock	54,174	$0	537,102	D
Employee Stock Option (Right to Buy)	$8.62	04/16/2019		M			537,102	11/02/2016⁽³⁾	11/02/2023⁽⁴⁾	Common Stock	537,102	$0	0	D
Restricted Stock Units	⁽⁵⁾	04/03/2019		A		362.9882⁽⁶⁾		⁽⁶⁾	⁽⁶⁾	Common Stock	362.9882	⁽⁶⁾	53,895.4297	D
Restricted Stock Units	⁽⁵⁾	04/03/2019		A		1,497.4282⁽⁷⁾		⁽⁷⁾	⁽⁷⁾	Common Stock	1,497.4282	⁽⁷⁾	219,248.744	D
Restricted Stock Units	⁽⁵⁾	04/03/2019		A		2,472.2886⁽⁸⁾		⁽⁸⁾	⁽⁸⁾	Common Stock	2,472.2886	⁽⁸⁾	353,701.564	D

Explanation of Responses:

1. The sales reported on this Form 4 were effectuated pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on 02/26/19.

2. The price in Column 4 is a weighted average price. The prices actually paid ranged from $16.50 to $16.54. 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.

3. This option became exercisable beginning on this date.

4. This option is no longer exercisable beginning on this date.

5. Each restricted stock unit represents a contingent right to receive one share of HP common stock.

6. As previously reported, on 12/07/16 the reporting person was granted 91,167 Restricted Stock Units ("RSUs"), 51,140 of which vested on 12/07/17, 51,140 of which vested on 12/07/18, and 51,141 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 are 362.9882 dividend equivalent rights at $15.85 per RSU credited to the reporting person's account on 04/03/19. Unvested RSUs in this footnote, and the amount in column 5 reflect the conversion adjustment previously reported.

7. As previously reported, on 12/07/17 the reporting person was granted 316,456 RSUs, 105,485 of which vested on 12/07/18, 105,485 of which will vest on 12/07/19, and 105,486 of which will vest on 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 are 1,497.4282 dividend equivalent rights at $15.85 per RSU credited to the reporting person's account on 04/03/19.

8. As previously reported, on 12/10/18 the reporting person was granted 348,318 RSUs, 116,106 of which will vest on each of 12/10/19, 12/10/20, and 12/10/21. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on Issuer's common stock. Also included are 2,472.2886 dividend equivalent rights at $15.85 per RSU credited to the reporting person's account on 04/03/19.

Remarks:

	Derek Windham as Attorney-in-Fact for Antonio F. Neri	04/17/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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