Hewlett Packard Enterprise Form 4 / Henry Gomez 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^*

Gomez Henry

(Last)

(First)

(Middle)

C/O HEWLETT PACKARD ENTERPRISE COMPANY

3000 HANOVER STREET

(Street)

PALO ALTO

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, CM & CO

3. Date of Earliest Transaction (Month/Day/Year)
09/26/2017

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/26/2017		M		397,876	A	$7.05	494,360	D
Common Stock	09/26/2017		S		397,876⁽¹⁾	D	$14.87	96,484	D
Common Stock	09/26/2017		S		96,484⁽¹⁾	D	$14.87	0	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (Right to Buy)⁽⁵⁾	$7.05	09/26/2017		M			397,876	09/26/2014⁽²⁾	09/26/2021⁽³⁾	Common Stock	397,876	$0	0	D
Restricted Stock Units⁽⁵⁾	⁽⁴⁾	01/04/2017		A		166.8775⁽⁶⁾		⁽⁶⁾	⁽⁶⁾	Common Stock	166.8775	⁽⁶⁾	23,249.2916⁽⁶⁾	D
Restricted Stock Units⁽⁵⁾	⁽⁴⁾	01/04/2017		A		869.9315⁽⁷⁾		⁽⁷⁾	⁽⁷⁾	Common Stock	869.9315	⁽⁷⁾	118,747.293⁽⁷⁾	D
Restricted Stock Units⁽⁵⁾	⁽⁴⁾	01/04/2017		A		389.0421⁽⁸⁾		⁽⁸⁾	⁽⁸⁾	Common Stock	389.0421	⁽⁸⁾	53,103.6338⁽⁸⁾	D
Restricted Stock Units⁽⁵⁾	⁽⁴⁾	01/04/2017		A		702.2697⁽⁹⁾		⁽⁹⁾	⁽⁹⁾	Common Stock	702.2697	⁽⁹⁾	94,717.097⁽⁹⁾	D

Explanation of Responses:

1. The sales reported on this Form 4 were effectuated pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on 06/02/17.

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 reported in the Registration Statements on Form 10 filed by Issuer with the SEC, in connection with the spin-offs of Everett SpinCo, Inc. on 04/01/17 and Seattle SpinCo, Inc. on 09/01/17, equity-based awards granted by Issuer, prior to the spin-offs 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-offs, 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-offs, unless otherwise noted. The reporting person's equity-based awards reflect the conversion adjustments.

6. As previously reported, on 12/10/14 the reporting person was granted 22,082 Restricted Stock Units ("RSUs"), 7,360 of which vested early on 09/17/15, 13,238 of which vested on 12/10/16, and 22,279 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 166.8775 dividend equivalent rights being reported reflect 36.6966 dividend equivalent rights at $23.45 per RSU credited to the reporting person's account on 01/04/17, 63.2969 dividend equivalent rights at $17.90 per RSU credited to the reporting person's account on 04/05/17, and 66.8840 dividend equivalent rights at $16.94 per RSU credited to the reporting person's account on 07/05/17. Unvested RSUs in this footnote, and the amount in column 9 reflect the conversion adjustments noted in footnote (5) above.

7. As previously repored, on 11/02/15 the reporting person was granted 103,520 RSUs, 34,506 of which vested on 11/02/16, 58,070 of which will vest on 11/02/17, and 58,071 of which will vest on 11/02/18. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on Issuer's common stock. The 869.9315 dividend equivalent rights being reported reflect 191.2968 dividend equivalent rights at $23.45 per RSU credited to the reporting person's account on 01/04/17, 329.9676 dividend equivalent rights at $17.90 per RSU credited to the reporting person's account on 04/05/17, and 348.6671 dividend equivalent rights at $16.94 per RSU credited to the reporting person's account on 07/05/17. Unvested RSUs in this footnote, and the amount in column 9 reflect the conversion adjustments noted in footnote (5) above.

8. As previously reported, on 12/09/15 the reporting person was granted 46,296 RSUs, 15,432 of which vested on 12/09/16, 25,969 of which will vest on 12/09/17, and 25,970 of which will vest on 12/09/18. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on Issuer's common stock. The 389.0421 dividend equivalent rights being reported reflect 85.5505 dividend equivalent rights at $23.45 per RSU credited to the reporting person's account on 01/04/17, 147.5645 dividend equivalent rights at $17.90 per RSU credited to the reporting person's account on 04/05/17, and 155.9271 dividend equivalent rights at $16.94 per RSU credited to the reporting person's account on 07/05/17. Unvested RSUs in this footnote, and the amount in column 9 reflect the conversion adjustments noted in footnote (5) above.

9. As previously reported, on 12/07/16 the reporting person was granted 55,713 RSUs, 31,251 of which will vest on 12/07/17, and 31,253 of which will vest on each of 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 702.2697 dividend equivalent rights being reported reflect 154.4284 dividend equivalent rights at $23.45 per RSU credited to the reporting person's account on 01/04/17, 266.3729 dividend equivalent rights at $17.90 per RSU credited to the reporting person's account on 04/05/17, and 281.4684 dividend equivalent rights at $16.94 per RSU credited to the reporting person's account on 07/05/17. Unvested RSUs in this footnote, and the amount in column 9 reflect the conversion adjustments noted in footnote (5) above.

Remarks:

	Derek Windham as Attorney-in-Fact for Henry Gomez	09/28/2017
	** 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).
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Hewlett Packard Enterprise (HPE) Form 4Hewlett Packard Enterprise / Henry Gomez ownership change