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^*

MAY ALAN RICHARD

(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)
	EVP, Chief People Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/05/2019

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	12/05/2019		A		85,698⁽³⁾	A	$15.83	128,622⁽¹⁾	D
Common Stock	12/05/2019		F		33,216	D	$15.83	95,406	D
Common Stock								100,827⁽²⁾	I	By Joint 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)
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	⁽⁴⁾	01/02/2019		A		869.5351⁽⁵⁾		⁽⁵⁾	⁽⁵⁾	Common Stock	869.5351	⁽⁵⁾	30,372.5351	D
Restricted Stock Units	⁽⁴⁾	01/02/2019		A		2,152.2307⁽⁶⁾		⁽⁶⁾	⁽⁶⁾	Common Stock	2,152.2307	⁽⁶⁾	74,148.2307	D
Restricted Stock Units	⁽⁴⁾	01/02/2019		A		2,625.6518⁽⁷⁾		⁽⁷⁾	⁽⁷⁾	Common Stock	2,625.6518	⁽⁷⁾	88,418.6518	D

Explanation of Responses:

1. The total direct beneficial ownership reflects an increase of 9,900 shares due to the transfer of 9,900 shares previously reported as being held indirectly by the reporting person in a Joint Trust with the reporting person's spouse on 10/09/19.

2. The total indirect beneficial ownership reflects a decrease of 9,900 shares due to the transfer of 9,900 shares from the Joint Trust with the reporting person's spouse on 10/09/19 to his direct holdings.

3. On 12/07/17 the reporting person was granted performance adjusted restricted stock units ("PARSUs") subject to Non-GAAP Net Income and relative total stockholder return conditions being met at the time of vesting. These PARSUs vest 50% after 2 and 3 years subjects to performance, and are issued in Issuer's common stock.

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

5. As previously reported, on 12/07/16, the reporting person was granted 50,648 Restricted Stock Units "RSUs"), 28,410 of which vested on 12/07/17, 28,411 of which vested on 12/07/18, and 28,412 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 869.5351 dividend equivalent rights that reflect 237.4703 dividend equivalent rights at $13.46 per RSU credited to the reporting person's account on 01/02/19, 201.6625 dividend equivalent rights at $15.85 per RSU credited to the reporting person's account on 04/03/19, 209.0484 dividend equivalent rights at $15.29 per RSU credited to the reporting person's account on 07/03/19, and 221.3539 dividend equivalent rights at $14.44 per RSU credited to the reporting person's account on 10/02/19. Unvested RSUs in this footnote reflect post spin-off conversion adjustments previously reported.

6. As previously reported, on 12/07/17, the reporting person was granted 105,485 RSUs, 35,161 of which vested on 12/07/18, and 35,162 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. Also included are 2,152.2307 dividend equivalent rights that reflect 587.7749 dividend equivalent rights at $13.46 per RSU credited to the reporting person's account on 01/02/19, 499.1451 dividend equivalent rights at $15.85 per RSU credited to the reporting person's account on 04/03/19, 517.4264 dividend equivalent rights at $15.29 per RSU credited to the reporting person's account on 07/03/19, and 547.8843 dividend equivalent rights at $14.44 per RSU credited to the reporting person's account on 10/02/19.

7. As previously reported, on 12/10/18 the reporting person was granted 85,793 RSUs, 28,597 of which will vest on 12/10/19, and 28,598 of which will vest on each of 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 2,625.6518 dividend equivalent rights that reflect 717.0663 dividend equivalent rights at $13.46 per RSU credited to the reporting person's account on 01/02/19, 608.9409 dividend equivalent rights at $15.85 per RSU credited to the reporting person's account on 04/03/19, 631.2435 dividend equivalent rights at $15.29 per RSU credited to the reporting person's account on 07/03/19, and 668.4011 dividend equivalent rights at $14.44 per RSU credited to the reporting person's account on 10/02/19.

Remarks:

	Derek Windham as Attorney-in-Fact for Alan R. May	12/09/2019
	** 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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