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^*

Mottram Phil

(Last)

(First)

(Middle)

C/O HEWLETT PACKARD ENTERPRISE COMPANY

1701 E MOSSY OAKS ROAD

(Street)

SPRING

77389

(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, GM, Intelligent Edge

3. Date of Earliest Transaction (Month/Day/Year)
03/10/2023

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	03/10/2023		S		34,764	D	$14.609⁽¹⁾	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⁾	01/13/2023		A		120.3793⁽³⁾		⁽³⁾	⁽³⁾	Common Stock	120.3793	⁽³⁾	17,730.3793	D
Restricted Stock Units	⁽²⁾	01/13/2023		A		228.5325⁽⁴⁾		⁽⁴⁾	⁽⁴⁾	Common Stock	228.5325	⁽⁴⁾	33,111.2627	D
Restricted Stock Units	⁽²⁾	01/13/2023		A		474.31⁽⁵⁾		⁽⁵⁾	⁽⁵⁾	Common Stock	474.31	⁽⁵⁾	67,651.31	D
Restricted Stock Units	⁽²⁾	01/13/2023		A		1,007.5769⁽⁶⁾		⁽⁶⁾	⁽⁶⁾	Common Stock	1,007.5769	⁽⁶⁾	139,129.5769	D

Explanation of Responses:

1. The price in Column 4 is a weighted average price of $14.609078. The prices actually paid ranged from $14.58 to $14.69. 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.

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

3. As previously reported, on 12/10/20 the reporting person was granted 49,505 restricted stock units ("RSUs"), 16,501 of which vested on 12/10/21, 16,502 of which vested on 12/10/22, and 16,502 of which will vest on 12/10/23. 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 reflects 120.3793 dividend equivalent rights at $16.45 per RSU credited to the reporting person's account on 01/13/23.

4. As previously reported, on 05/28/21 the reporting person was granted 46,992 RSUs, 15,664 of which vested on 05/28/22, and 15,664 of which will vest on each of 05/28/23 and 05/28/24. 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 reflects 228.5325 dividend equivalent rights at $16.45 per RSU credited to the reporting person's account on 01/13/23.

5. As previously reported, on 12/09/21 the reporting person was granted 97,529 RSUs, 32,509 of which vested on 12/09/22, and 32,510 of which will vest on each of 12/09/23 and 12/09/24. 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 reflects 474.3100 dividend equivalent rights at $16.45 per RSU credited to the reporting person's account on 01/13/23.

6. As previously reported, on 12/08/22, the reporting person was granted 138,122 RSUs, 46,040 of which will vest on 12/08/23, and 46,041 of which will vest on each of 12/08/24 and 12/08/25. 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 reflects 1,007.5769 dividend equivalent rights at $16.45 per RSU credited to the reporting person's account on 01/13/23.

	Ki Hoon Kim Attorney-in-Fact for Philip J. Mottram	03/14/2023
	** Signature of Reporting Person	Date
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