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^*

YOUNGJOHNS ROBERT

(Last)

(First)

(Middle)

C/O HEWLETT PACKARD ENTERPRISE COMPANY

3000 HANOVER STREET

(Street)

PALO ALTO

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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP and GM, HP Software

3. Date of Earliest Transaction (Month/Day/Year)
07/17/2016

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	07/17/2016		M		18,033	A	$19.77	18,033	D
Common Stock	07/17/2016		F		9,411	D	$19.77	8,622	D
Common Stock	07/19/2016		S		8,622⁽¹⁾	D	$19.69	0	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)
Restricted Stock Units	⁽²⁾	07/06/2016		A		34.5872⁽³⁾		⁽³⁾	⁽³⁾	Common Stock	38.5872	⁽³⁾	12,147.0142	D
Restricted Stock Units	⁽²⁾	07/17/2016		M			18,033⁽⁴⁾	⁽⁴⁾	⁽⁴⁾	Common Stock	18,033	⁽⁴⁾	18,032	D
Restricted Stock Units	⁽²⁾	07/06/2016		A		115.1204⁽⁵⁾		⁽⁵⁾	⁽⁵⁾	Common Stock	115.1204	⁽⁵⁾	39,704.9154	D
Restricted Stock Units	⁽²⁾	07/06/2016		A		515.7236⁽⁶⁾		⁽⁶⁾	⁽⁶⁾	Common Stock	515.7236	⁽⁶⁾	174,218.251	D
Restricted Stock Units	⁽²⁾	07/06/2016		A		188.7068⁽⁷⁾		⁽⁷⁾	⁽⁷⁾	Common Stock	188.7068	⁽⁷⁾	63,747.6451	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 06/02/16.

2. Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock.

3. As previously reported, on 12/11/13 the reporting person was granted 19,300 restricted stock units ("RSUs"), 6,433 of which vested on 12/11/14, 6,433 of which vested early on 09/17/15, and 11,571 of which will vest on 12/11/16. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on Issuer's common stock. The 34.5872 dividend equivalent rights being reported reflect 34.5872 dividend equivalent rights at $18.40 per RSU credited to the reporting person's account on 07/06/16.

4. As previously reported, on 07/17/14, the reporting person was granted 29,045 RSUs, 9,681 of which vested on 07/17/15, 17,413 of which vested on 07/17/16, and 17,413 of which will vest on 07/17/17. 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 104.0995 dividend equivalent rights at $18.40 per RSU credited to the reporting person's account on 07/06/16. The number of derivative securities in column 5 also includes 620 vested dividend equivalent rights accrued but not released since the grant date, and a de minimus adjustment of 0.1518 shares due to the rounding of fractional shares.

5. As previously reported, on 12/10/14 the reporting person was granted 32,120 RSUs, 10,706 of which vested early on 09/17/15, and 19,256 of which will vest on 12/10/16, and 19,257 of which will vest on 12/10/17. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on Issuer's common stock. The 115.1204 dividend equivalent rights being reported reflect 115.1204 dividend equivalent rights at $18.40 per RSU credited to the reporting person's account on 07/06/16.

6. As previously reported, on 11/02/15 the reporting person was granted 172,533 RSUs, 57,511 of which will vest on each of 11/02/16, 11/02/17, and 11/02/18. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on Issuer's common stock. The 515.7236 dividend equivalent rights being reported reflect 515.7236 dividend equivalent rights at $18.40 per RSU credited to the reporting person's account on 07/06/16.

7. As previously reported, on 12/09/15 the reporting person was granted 63,131 RSUs, 21,043 of which will vest on 12/09/16, and 21,044 of which will vest on each of 12/09/17 and 12/09/18. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on Issuer's common stock. The 188.7068 dividend equivalent rights being reported reflect 188.7068 dividend equivalent rights at $18.40 per RSU credited to the reporting person's account on 07/06/16.

Remarks:

	Derek Windham as Attorney-in-Fact for Robert Youngjohns	07/19/2016
	** 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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