SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Rothman Irv

(Last)

(First)

(Middle)

C/O HEWLETT PACKARD ENTERPRISE COMPANY

3000 HANOVER STREET

(Street)

PALO ALTO

94304

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/23/2018

3. Issuer Name and Ticker or Trading Symbol
Hewlett Packard Enterprise Co [ HPE ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President Financial Services

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	14,682	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (right to buy)⁽⁶⁾	⁽¹⁾	12/10/2022⁽⁴⁾	Common Stock	18,916	$12.36	D
Employee Stock Option (right to buy)⁽⁶⁾	12/09/2017⁽²⁾	12/09/2023⁽⁴⁾	Common Stock	28,333	$8.83	D
Employee Stock Option (right to buy)⁽⁶⁾	12/07/2017⁽³⁾	12/07/2024⁽⁴⁾	Common Stock	24,676	$14.67	D
Restricted Stock Units⁽⁶⁾	⁽⁷⁾	⁽⁷⁾	Common Stock	14,618.2806	⁽⁵⁾	D
Restricted Stock Units⁽⁶⁾	⁽⁸⁾	⁽⁸⁾	Common Stock	16,774.9337	⁽⁵⁾	D
Restricted Stock Units⁽⁶⁾	⁽⁹⁾	⁽⁹⁾	Common Stock	35,341.398	⁽⁵⁾	D

Explanation of Responses:

1. This option is fully vested.

2. This option became exercisable beginning on this date, vesting in two annual installments of 14,166 on 12/09/17 and 14,167 on 12/09/18.

3. This option became exercisable beginning on this date, vesting in three annual installments of 8,224 on 12/07/17, and 8,226 on each of 12/07/18 and 12/07/19.

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 Issuer's common stock.

6. 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.

7. On 12/09/15 the reporting person was granted 28,332 restricted stock units ("RSUs"), 14,165 of which vested on 12/09/17, and 14,167 of which will vest on 12/09/18. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on Issuer's common stock. The number of units reported in Column 3 includes 451.2806 dividend equivalent rights accrued but not released since the grant date. Unvested RSUs in this footnote reflect post spin-off conversion adjustments.

8. On 12/07/16 the reporting person was granted 24,675 RSUs, 8,224 of which vested on 12/07/17, 8,224 of which will vest on 12/07/18, and 8,227 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. The number of units reported in Column 3 includes 323.9337 dividend equivalent rights accrued but not released since the grant date. Unvested RSUs in this footnote reflect post spin-off conversion adjustments.

9. On 12/07/17 the reporting person was granted 35,162 RSUs, 11,720 of which will vest on 06/07/18, and 11,721 of which will vest on each of 12/07/19 and 12/07/20. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on Issuer's common stock. The number of units reported in Column 3 includes 179.3980 dividend equivalent rights accrued but not released since the grant date. Unvested RSUs in this footnote reflect post spin-off conversion adjustments.

Remarks:

	Derek Windham as Attorney-in-Fact for Irv Rothman	03/05/2018
	** 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 5 (b)(v).
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