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)
01/16/2016

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	01/16/2016		M		38,860	A	$12.54	39,272.028(1)(2)	D
Common Stock	01/16/2016		F		14,923	D	$12.54	24,349.028	D
Common Stock								88,243(3)	I	By Michael Nefkens Trust 02/27/09
Common Stock								30,178(4)	I	By Joint Account with Spouse

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	(5)	01/16/2016		M			38,860(6)	(6)	(6)	Common Stock	38,860	(6)	0(6)	D
Restricted Stock Units	(5)	01/06/2016		A		118.8669(7)		(7)	(7)	Common Stock	118.8669	(7)	33,386.7732(7)	D
Restricted Stock Units	(5)	01/06/2016		A		178.9024(8)		(8)	(8)	Common Stock	178.9024	(8)	49,340.011(8)	D
Restricted Stock Units	(5)	01/06/2016		A		769.4017(9)		(9)	(9)	Common Stock	769.4017	(9)	207,808.4017(9)	D
Restricted Stock Units	(5)	01/06/2016		A		281.5331(10)		(10)	(10)	Common Stock	281.5331	(10)	76,039.5331(10)	D

Explanation of Responses:

1. The total direct beneficial ownership includes the acquisition of 0.0280 shares at $14.9495 per share received on 01/06/16 through dividends paid in shares.

2. The total direct beneficial ownership reflects a decrease of 30,178 shares due to the transfer of 30,178 shares into the reporting person's joint account with his spouse on 12/24/15.

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

4. The total indirect beneficial ownership reflects an increase of 30,178 shares due to the transfer of 30,178 shares previously reported as being held directly by the reporting person into the joint account he has with his spouse on 12/24/15.

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

6. 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 vested 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 beneficially owned immediately prior to the transaction being reported includes 135.9318 dividend equivalent rights at $14.80 per RSU credited to the reporting person's account on 01/06/16. The number of derivative securities in column 5 includes 2,282 vested dividend equivalent rights and a de minimus adjustment of 0.2865 due to fractional rounding of the dividend equivalent rights.

7. 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 118.8669 dividend equivalent rights at $14.80 per RSU credited to the reporting person's account on 01/06/16.

8. 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 178.9024 dividend equivalent rights at $14.80 per RSU credited to the reporting person's account on 01/06/16.

9. As previously reported, on 11/02/15 the reporting person was granted 207,039 RSUs, 69,013 of which will vest on each of 11/02/16, 11/02/17, and 11/02/18. 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 769.4017 dividend equivalent rights at $14.80 per RSU credited to the reporting person's account on 01/06/16.

10. As previously reported, on 12/09/15 the reporting person was granted 75,758 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. The number of derivative securities in column 5 includes 281.5331 dividend equivalent rights at $14.80 per RSU credited to the reporting person's account on 01/06/16.

Remarks:

	Derek Windham as Attorney-in-Fact for Michael G. Nefkens	01/20/2016
	** Signature of Reporting Person	Date
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