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, GM Enterprise Services

3. Date of Earliest Transaction (Month/Day/Year)
03/08/2017

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	03/08/2017		M		322,733	A	$15.01	581,110.148(1)	D
Common Stock	03/08/2017		S		322,733	D	$22.6381(2)	258,377.148	D
Common Stock								1,012(3)	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)	$15.01	03/08/2017		M			322,733	12/11/2014(4)	12/11/2021(5)	Common Stock	322,733	$0	0	D
Restricted Stock Units	(6)	01/04/2017		A		66.7213(7)		(7)	(7)	Common Stock	66.7213	(7)	24,941.7213	D
Restricted Stock Units	(6)	01/04/2017		A		382.5881(8)		(8)	(8)	Common Stock	382.5881	(8)	140,094.588	D
Restricted Stock Units	(6)	01/04/2017		A		139.9953(9)		(9)	(9)	Common Stock	139.9953	(9)	51,261.9953	D

Explanation of Responses:

1. The total beneficial ownership includes the acquisition of 0.0290 shares at $23.50 per share received on 01/04/17 through dividends paid in shares.

2. The price in Column 4 is a weighted average price. The prices actually paid ranged from $22.58 to $22.73. 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.

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

4. This option became exercisable beginning on this date.

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

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

7. As previously reported, on 12/10/14 the reporting person was granted 40,150 restricted stock units ("RSUs"), 13,383 of which vested early on 09/17/15, 24,070 of which vested 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 66.7213 dividend equivalent rights at $23.45 per RSU credited to the reporting person's account on 01/04/17.

8. As previously reported, on 11/02/15 the reporting person was granted 207,039 RSUs, 69,013 of which vested on 11/02/16, and 69,013 of which will vest on each of 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 382.5881 dividend equivalent rights at $23.45 per RSU credited to the reporting person's account on 01/04/17.

9. As previously reported, on 12/09/15 the reporting person was granted 75,758 RSUs, 25,252 of which vested 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 139.9953 dividend equivalent rights at $23.45 per RSU credited to the reporting person's account on 01/04/17.

Remarks:

	Derek Windham as Attorney-in-Fact for Michael G. Nefkens	03/09/2017
	** 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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