Hewlett Packard Enterprise (HPE) Form 4 Hewlett Packard Enterprise / Neil B MacDonald 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^*

MacDonald Neil B

(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 of Compute

3. Date of Earliest Transaction (Month/Day/Year)
06/15/2023

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/15/2023		M		5,668	A	$8.83	73,412.38(1)	D
Common Stock	06/15/2023		S		5,668	D	$17	67,744.38	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
Employee Stock Option (right to buy)	$8.83	06/15/2023		M			5,668	12/09/2016(2)	12/09/2023(3)	Common Stock	5,668	$0	0	D
Restricted Stock Units	(4)	01/13/2023		A		306.0481(5)		(5)	(5)	Common Stock	306.0481	(5)	22,318.0481	D
Restricted Stock Units	(4)	01/13/2023		A		964.7185(6)		(6)	(6)	Common Stock	964.7185	(6)	68,141.7185	D
Restricted Stock Units	(4)	01/13/2023		A		2,049.3519(7)		(7)	(7)	Common Stock	2,049.3519	(7)	140,171.3519	D

Explanation of Responses:

1. The total beneficial ownership includes the acquisition of 8.3770 shares at $16.2639 per share received on 01/18/23 through dividends paid in shares, and 8.5790 shares at $15.9990 per share received on 04/18/23 through dividends paid in shares.

2. This option became exercisable beginning on this date and is fully vested.

3. This option is no longer exercisable beginning on this date.

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

5. As previously reported, on 12/10/20 the reporting person was granted 61,881 restricted stock units ("RSUs"), 20,627 of which vested on 12/10/21, 20,627 of which vested on 12/10/22, and 20,627 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 includes 150.47050 dividend equivalent rights at $16.45 per RSU credited to the reporting person's account on 01/13/23 and 155.57760 dividend equivalent rights at $15.91 per RSU credited to the reporting person's account on 04/14/23.

6. 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 includes 474.31000 dividend equivalent rights at $16.45 per RSU credited to the reporting person's account on 01/13/23 and 490.40850 dividend equivalent rights at $15.91 per RSU credited to the reporting person's account on 04/14/23.

7. 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 includes 1,007.57690 dividend equivalent rights at $16.45 per RSU credited to the reporting person's account on 01/13/23 and 1,041.77500 dividend equivalent rights at $15.91 per RSU credited to the reporting person's account on 04/14/23.

Remarks:

The reported transaction occurred pursuant to a trading plan adopted on 03/10/23.

	Ki Hoon Kim as Attorney-in-Fact for Neil B MacDonald	06/20/2023
	** 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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