| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Hewlett Packard Enterprise Co [ HPE ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 06/01/2018 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 06/01/2018 | M | 60,178 | A | $15.53 | 60,178(1) | D | |||
| Common Stock | 06/01/2018 | F | 32,564 | D | $15.53 | 27,614 | D | |||
| Common Stock | 06/01/2018 | M | 26,912 | A | $15.53 | 54,526 | D | |||
| Common Stock | 06/01/2018 | S | 14,563 | D | $15.33 | 39,963 | D | |||
| Common Stock | 06/01/2018 | A | 94,049(2) | A | $15.53 | 134.012 | D | |||
| Common Stock | 06/04/2018 | S | 53,750(3) | D | $15.5065(4) | 80,262 | D | |||
| Common Stock | 06/02/2018 | M | 16,152 | A | $15.53 | 96,414 | D | |||
| Common Stock | 06/02/2018 | F | 8,741 | D | $15.53 | 87,673 | D | |||
| Common Stock | 06/02/2018 | M | 16,269 | A | $15.53 | 103,942 | D | |||
| Common Stock | 06/02/2018 | F | 8,804 | D | $15.53 | 95,138 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (5) | 06/01/2018 | M | 60,178(6) | (6) | (6) | Common Stock | 60,178 | (6) | 0 | D | ||||
| Restricted Stock Units | (5) | 06/01/2018 | M | 26,912(7) | (7) | (7) | Common Stock | 26,912 | (7) | 0 | D | ||||
| Restricted Stock Units | (5) | 06/02/2018 | M | 16,152(8) | (8) | (8) | Common Stock | 16,152 | (8) | 0 | D | ||||
| Restricted Stock Units | (5) | 06/02/2018 | M | 16,269(9) | (9) | (9) | Common Stock | 162,689 | (9) | 0 | D | ||||
| Explanation of Responses: |
| 1. To clarify, 01/23/18 was the earliest transaction date required to be reported on the Form 4 submitted 01/25/18. |
| 2. On 12/09/15 the reporting person was granted performance adjusted restricted stock units ("PARSUs") subject to certain return on invested capital performance conditions and/or relative total stockholder return conditions being met at the time of vesting. These PARSUs which were originally scheduled to vest 50% after 2 and 3 years subject to performance, and issued in Issuer's common stock, vested early on 06/01/18. |
| 3. The sales reported on this Form 4 were effectuated pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on 12/01/16 to sell these shares to satisfy taxes associated with the PARSUs early vesting on 06/01/18. |
| 4. The price in Column 4 is a weighted average price. The prices actually paid ranged from $15.38 to $15.63. 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. |
| 5. Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock. |
| 6. As previously reported, on 11/02/15 the reporting person was granted 103,520 Restricted Stock Units ("RSUs), 34,506 of which vested on 11/02/16, 58,070 of which vested on 11/02/17, and 58,071 of which vested early on 06/01/18. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on Issuer's common stock. The amount reported in Column 5 includes 252.4826 dividend equivalent rights at $17.25 per RSU credited to the reporting person's account on 04/04/18. The number of derivative securities in column 5 also includes 2,107 vested dividend equivalent rights and a de minimus adjustment of 0.2368 due to fractional rounding of the dividend equivalent rights. RSUs in this footnote, and the amount in column 5 reflect the conversion adjustment previously reported. |
| 7. As previously reported, on 12/09/15 the reporting person was granted 46,296 RSUs, 15,432 of which vested on 12/09/16, 25,969 of which vested on 12/09/17, and 25,970 of which vested early on 06/01/18. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on Issuer's common stock. The amount reported in Column 5 includes 112.9130 dividend equivalent rights at $17.25 per RSU credited to the reporting person's account on 04/04/18. The number of derivative securities in column 5 also includes 942 vested dividend equivalent rights and a de minimus adjustment of 0.5870 due to fractional rounding of the dividend equivalent rights. RSUs in this footnote, and the amount in column 5 reflect the conversion adjustment previously reported. |
| 8. As previously reported, on 12/07/16 the reporting person was granted 55,713 RSUs, 31,251 of which vested on 12/07/17, and 31,253 of which was to vest on each of 12/07/18 and 12/07/19. Unvested RSUs and Dividend equivalent rights were pro-rated in connection with the reporting person's resignation, and resulted in forfeiture of 46,878 unvested RSUs and 981 unvested Dividend equivalent rights on 06/02/18. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on Issuer's common stock. Also included is 271.7652 dividend equivalent rights at $17.25 per RSU credited to the reporting person's account on 04/04/18. The number of derivative securities in column 5 also includes 524 vested dividend equivalent rights and a de minimus adjustment of 0.32660 due to fractional rounding of the dividend equivalent rights. RSUs in this footnote, and the amount in column 5 reflect the conversion adjustment previously reported. |
| 9. As previously reported, on 12/07/17 the reporting person was granted 96,695 RSUs, 32,231 of which was to vest on 12/07/18, and 32,232 of which was to vest on each of 12/07/19 and 12/07/20. Unvested RSUs and Dividend equivalent rights were pro-rated in connection with the reporting person's resignation, and resulted in forfeiture of 80,579 unvested RSUs and 761 unvested Dividend equivalent rights on 06/02/18. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on Issuer's common stock. Also included is 420.4130 dividend equivalent rights at $17.25 per RSU credited to the reporting person's account on 04/04/18. The number of derivative securities in column 5 also includes 153 vested dividend equivalent rights and a de minimus adjustment of 0.24520 due to fractional rounding of the dividend equivalent rights. |
| Remarks: |
| Derek Windham as Attorney-in-Fact for Henry Gomez | 06/05/2018 | |
| ** 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 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
