Hewlett Packard Enterprise (HPE) Form 4 Hewlett Packard Enterprise / Phil Mottram ownership change

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 TX 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)
05/09/2022

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/09/2022		M		5,827	A	$15.84	29,499	D
Common Stock	05/09/2022		F		2,016	D	$15.84	27,483	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	05/09/2022		M			5,827(2)	(2)	(2)	Common Stock	5,827	(2)	0	D
Restricted Stock Units	(1)	01/07/2022		A		76.067(3)		(3)	(3)	Common Stock	76.067	(3)	5,751.067	D
Restricted Stock Units	(1)	01/07/2022		A		477.1939(4)		(4)	(4)	Common Stock	477.1939	(4)	34,602.1939	D
Restricted Stock Units	(1)	01/07/2022		A		679.4418(5)		(5)	(5)	Common Stock	679.4418	(5)	48,445.3044	D
Restricted Stock Units	(1)	01/07/2022		A		1,410.1396(6)		(6)	(6)	Common Stock	1,410.1396	(6)	98,939.1396	D

Explanation of Responses:

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

2. As previously reported, on 05/09/19, the reporting person was granted 15,769 Restricted Stock Units ("RSUs"), 5,256 of which vested on 05/09/20, 5,256 of which vested on 05/09/21, and 5,257 of which vested on 05/09/22. 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 36.8266 dividend equivalent rights at $17.13 per RSU credited to the reporting person's account on 01/07/22, and 39.1826 dividend equivalent rights at $16.10 per RSU credited to the reporting person's account on 04/08/22. The number of derivative securities in column 5 also includes 570 vested RSU dividend equivalent rights and a de minimus adjustment of 0.4187 due to fractional rounding of the dividend.

3. .As previously reported, on 12/10/19, the reporting person was granted 15,783 RSUs, 5,261 of which vested on 12/10/20, and 5,261 of which vested on 12/10/21, and 5,261 of which will vest on 12/10/22. 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 36.8546 dividend equivalent rights at $17.13 per RSU credited to the reporting person's account on 01/07/22, and 39.2124 dividend equivalent rights at $16.10 per RSU credited to the reporting person's account on 04/08/22.

4. As previously reported, on 12/10/20, the reporting person was granted 49,505 RSUs, 16,501 of which vested on 12/10/21, and 16,502 of which will vest on each of 12/10/22 and 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 includes 231.2014 dividend equivalent rights at $17.13 per RSU credited to the reporting person's account on 01/07/22, and 245.9925 dividend equivalent rights at $16.10 per RSU credited to the reporting person's account on 04/08/22.

5. As previously reported, on 05/28/21, the reporting person was granted 46,992 RSUs, 15,664 of which will vest on each of 05/28/22, 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 includes 329.1909 dividend equivalent rights at $17.13 per RSU credited to the reporting person's account on 01/07/22, and 350.2509 dividend equivalent rights at $16.10 per RSU credited to the reporting person's account on 04/08/22.

6. As previously reported, on 12/09/21 the reporting person was granted 97,529 RSUs, 32,509 of which will vest 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 includes 683.2154 dividend equivalent rights at $17.13 per RSU credited to the reporting person's account on 01/07/22, and 726.9242 dividend equivalent rights at $16.10 per RSU credited to the reporting person's account on 04/08/22.

	Derek Windham Attorney-in-Fact for Philip J. Mottram	05/11/2022
	** Signature of Reporting Person	Date
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