Hewlett Packard Enterprise (HPE) Form 4 Hewlett Packard Enterprise / Michael G Nefkens 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^*

Nefkens Michael G

(Last) (First) (Middle)

C/O HEWLETT PACKARD ENTERPRISE COMPANY

3000 HANOVER STREET

(Street)

PALO ALTO CA 94304

(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, Enterprise Services

3. Date of Earliest Transaction (Month/Day/Year)
12/09/2015

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								30,590.209(1)	D
Common Stock								88,243(2)	I	By Michael Nefkens Trust 02/27/09

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)	$14.85	12/09/2015		A		310,101		12/09/2016(3)	12/09/2023(4)	Common Stock	310,101	$0	310,101	D
Restricted Stock Units	(5)	12/09/2015		A		75,758		(6)	(6)	Common Stock	75,758	(6)	75,758	D
Restricted Stock Units	(5)	11/01/2015		J		17,192.7077(7)(8)		(8)	(8)	Common Stock	17,192.7077	(8)	38,723.7817(8)	D
Restricted Stock Units	(5)	11/01/2015		J		14,770.1548(9)		(9)	(9)	Common Stock	14,770.1548	(9)	33,267.9063(9)	D
Restricted Stock Units	(5)	11/01/2015		J		21,826.919(10)		(10)	(10)	Common Stock	21,826.919	(10)	49,161.1086(10)	D

Explanation of Responses:

1. The amount reported reflects a de minimus adjustment of 0.0240 shares due to the rounding of fractional shares.

2. There is no reportable change since the last filing. This is a reiteration of holdings only.

3. This option will become exercisable beginning on this date.

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

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

6. On 12/09/15 the reporting person was granted 75,758 restricted stock units ("RSUs"), 25,252 of which will vest on 12/09/16, and 25,253 of which will vest on each of 12/09/17 and 12/09/18. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on Issuer's common stock.

7. Hewlett-Packard Company ("HP Co.") stockholders of record on 10/21/15 ("Record Date") received one share of Hewlett Packard Enterprise common stock for every one share of HP Co. common stock held on the Record Date. As reported in the Registration Statement on Form 10 filed by Issuer with the SEC, in connection with the separation, equity-based awards granted by HP Co, prior to the separation will be converted to adjust the award in a manner intended to preserve the aggregate intrinsic value of the original HP Co. award as measured immediately before and immediately after the separation, subject to rounding. The adjusted equity award will otherwise be subject to the same terms and conditions that applied to the original HP Co. award immediately prior to the separation, unless otherwise noted. The reporting person's equity-based awards granted by HP Co. prior to separation have been converted into equity-based awards with respect to the Issuer's common stock.

8. As previously reported, on 01/16/13 the reporting person was granted 61,012 restricted stock units ("RSUs"), 20,337 of which vested on 01/16/14 and 01/16/15, and 36,578 of which will vest on 01/16/16. 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 127.7932 dividend equivalent rights at $28.01 per RSU credited to the reporting person's account on 10/07/15.

9. As previously reported, on 12/11/13 the reporting person was granted 53,354 RSUs, 17,784 of which vested on 12/11/14, 17,785 of which vested early on 09/17/15, and 31,986 of which will vest on 12/11/16. 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 111.7515 dividend equivalent rights at $28.01 per RSU credited to the reporting person's account on 10/07/15.

10. As previously reported, on 12/10/14 the reporting person was granted 40,150 RSUs, 13,383 of which vested early on 09/17/15, 24,070 of which will vest on 12/10/16, and 24,071 of which will vest on 12/10/17. 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 168.1896 dividend equivalent rights at $28.01 per RSU credited to the reporting person's account on 10/07/15.

Remarks:

	Derek Windham as Attorney-in-Fact for Michael G. Nefkens	12/10/2015
	** 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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