Hewlett Packard Enterprise (HPE) Form 4 Hewlett Packard Enterprise / ALAN RICHARD MAY 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^*

MAY ALAN RICHARD

(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, Chief People Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/07/2023

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	09/07/2023		M		227,048	A	$8.62	476,559	D
Common Stock	09/07/2023		S		227,048	D	$17.4797(1)	249,511	D
Common Stock	09/07/2023		M		115,968	A	$8.83	365,479	D
Common Stock	09/07/2023		S		115,968	D	$17.4797(1)	249,511	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)	$8.62	09/07/2023		M			227,048	11/02/2016(2)	11/02/2023(3)	Common Stock	227,048	$0	0	D
Employee Stock Option (right to buy)	$8.83	09/07/2023		M			115,968	12/09/2016(2)	12/08/2023(3)	Common Stock	115,968	$0	0	D
Restricted Stock Units	(4)	04/14/2023		A		635.4101(5)		(5)	(5)	Common Stock	635.4101	(5)	47,275.6849	D
Restricted Stock Units	(4)	04/14/2023		A		993.7993(6)		(6)	(6)	Common Stock	993.7993	(6)	71,635.4619	D
Restricted Stock Units	(4)	04/14/2023		A		1,574.4267(7)		(7)	(7)	Common Stock	1,574.4267	(7)	109,786.096	D

Explanation of Responses:

1. The price in Column 4 is a weighted average price. The prices actually paid ranged from $17.37 to $17.565. 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. This option became exercisable beginning on this date.

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 135,107 restricted stock units ("RSUs"), 45,035 of which vested on 12/10/21, 43,356 of which vested on 12/10/22, and 43,356 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 327.0094 dividend equivalent rights at $15.91 per RSU credited to the reporting person's account on 04/14/23, and 308.4007 dividend equivalent rights at $16.87 per RSU credited to the reporting person's account on 07/14/23.

6. As previously reported, on 12/09/21 the reporting person was granted 105,657 RSUs, 35,219 of which vested on 12/09/22, and 33,905 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 511.4519 dividend equivalent rights at $15.91 per RSU credited to the reporting person's account on 04/14/23, and 482.3474 dividend equivalent rights at $16.87 per RSU credited to the reporting person's account on 07/14/23.

7. As previously reported, on 12/08/22 the reporting person was granted 107,428 RSUs, 35,809 of which will vest on each of 12/08/23 and 12/08/24, and 35,810 of which will vest on 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 810.2678 dividend equivalent rights at $15.91 per RSU credited to the reporting person's account on 04/14/23, and 764.1589 dividend equivalent rights at $16.87 per RSU credited to the reporting person's account on 07/14/23.

Remarks:

The reported transaction occurred pursuant to a trading plan adopted on 06/02/23.

	Ki Hoon Kim as Attorney-in-Fact for Alan R. May	09/11/2023
	** Signature of Reporting Person	Date
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