Hewlett Packard Enterprise (HPE) Form 4 Hewlett Packard Enterprise / TIMOTHY C. STONESIFER 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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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^*

STONESIFER TIMOTHY C.

(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 & CFO

3. Date of Earliest Transaction (Month/Day/Year)
05/27/2017

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	05/27/2017		M		72,253	A	$18.83	109,423	D
Common Stock	05/27/2017		F		34,385	D	$18.83	75,038	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
Restricted Stock Units(1)	(2)	04/05/2017		A		21.4936(3)		(3)	(3)	Common Stock	21.4936	(3)	6,153.0856	D
Restricted Stock Units(1)	(2)	05/27/2017		M			72,253(4)	(4)	(4)	Common Stock	72,253	(4)	72,252	D
Restricted Stock Units(1)	(2)	04/05/2017		A		219.976(5)		(5)	(5)	Common Stock	219.976	(5)	61,705.8577	D
Restricted Stock Units(1)	(2)	04/05/2017		A		160.9821(6)		(6)	(6)	Common Stock	160.9821	(6)	45,155.6979	D
Restricted Stock Units(1)	(2)	04/05/2017		A		387.4508(7)		(7)	(7)	Common Stock	387.4508	(7)	107,381.204	D

Explanation of Responses:

1. As reported in the Registration Statement on Form 10 filed by Issuer with the SEC, in connection with the spin-off of Everett SpinCo, Inc. on 04/01/17, equity-based awards granted by Issuer, prior to the spin-off were converted to adjust the award in a manner intended to preserve the aggregate intrinsic value of the original award as measured immediately before and immediately after the spin-off, subject to rounding. The adjusted equity award is otherwise subject to the same terms and conditions that applied to the original award immediately prior to the spin-off, unless otherwise noted. The reporting person's equity-based awards reflect that conversion adjustment.

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

3. As previously reported, on 12/10/14, the reporting person was granted 7,500 restricted stock units ("RSUs"), 2,500 of which vested early on 09/17/15, 4,496 of which vested on 12/10/16, and 5,919 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 21.4936 dividend equivalent rights being reported reflect 21.4936 dividend equivalent rights at $17.90 per RSU credited to the reporting person's account on 04/05/17. Unvested RSUs in this footnote, and the amount in column 9 reflect the conversion adjustment noted in footnote (1) above.

4. As previously reported, on 05/27/15, the reporting person was granted 88,810 RSUs, 53,242 of which vested on 05/27/16, 70,102 of which vested on 05/27/17, and 70,103 of which will vest on 05/27/18. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on Issuer's common stock. The 509.1243 dividend equivalent rights being reported reflect 509.1243 dividend equivalent rights at $17.90 per RSU credited to the reporting person's account on 04/05/17. The number of derivative securities in column 5 includes 2,151 vested dividend equivalent rights and a de minimus adjustment of 0.0561 due to fractional rounding of the dividend equivalent rights. Unvested RSUs in this footnote, and the amount in column 9 reflect the conversion adjustment noted in footnote (1) above.

5. As previously reported, on 11/02/15, the reporting person was granted 69,013 RSUs, 23,004 of which vested on 11/02/16, 30,289 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 219.9760 dividend equivalent rights being reported reflect 219.9760 dividend equivalent rights at $17.90 per RSU credited to the reporting person's account on 04/05/17. Unvested RSUs in this footnote, and the amount in column 9 reflect the conversion adjustment noted in footnote (1) above.

6. As previously reported, on 12/09/15, the reporting person was granted 50,505 RSUs, 16,835 of which vested on 12/09/16, and 22,166 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 160.9821 dividend equivalent rights being reported reflect 160.9821 dividend equivalent rights at $17.90 per RSU credited to the reporting person's account on 04/05/17. Unvested RSUs in this footnote, and the amount in column 9 reflect the conversion adjustment noted in footnote (1) above.

7. As previously reported, on 12/07/16 the reporting person was granted 81,037 RSUs, 35,566 of which will vest on each of 12/07/17, 12/07/18, and 12/07/19. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on Issuer's common stock. The 387.4508 dividend equivalent rights being reported reflect 387.4508 dividend equivalent rights at $17.90 per RSU credited to the reporting person's account on 04/05/17. Unvested RSUs in this footnote, and the amount in column 9 reflect the conversion adjustment noted in footnote (1) above.

Remarks:

	Derek Windham as Attorney-in-Fact for Timothy C. Stonesifer	05/31/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.