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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Hewlett Packard Enterprise Co [ HPE ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 10/31/2017 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 10/31/2017 | A | 68,399(1) | A | $13.92 | 137,929 | D | |||
Common Stock | 11/01/2017 | S | 36,080(2) | D | $13.7817(3) | 101,849 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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(4) | (5) | 07/05/2017 | A | 470.651(6) | (6) | (6) | Common Stock | 470.651 | (6) | 65,761.684(6) | D | ||||
Restricted Stock Units(4) | (5) | 07/05/2017 | A | 715.6069(7) | (7) | (7) | Common Stock | 715.6069 | (7) | 99,379.5124(7) | D | ||||
Restricted Stock Units(4) | (5) | 07/05/2017 | A | 279.3084(8) | (8) | (8) | Common Stock | 279.3084 | (8) | 38,788.8379(8) | D | ||||
Restricted Stock Units(4) | (5) | 07/05/2017 | A | 630.2131(9) | (9) | (9) | Common Stock | 630.2131 | (9) | 86,480.1453(9) | D |
Explanation of Responses: |
1. On 12/07/16 the reporting person was granted performance adjusted restricted stock ("PARS") subject to certain return on invested capital performance conditions and/or relative total stockholder return conditions being met at the time of vesting. These PARS vest 50% after 2 and 3 years subjects to performance, and are issued in Issuer's common stock. |
2. The sales reported on this Form 4 were effectuated pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on 12/01/16 to sell these shares to satisfy taxes associated with the PARs vesting on 10/31/17. |
3. The price in Column 4 is a weighted average price. The prices actually paid ranged from $13.66 to $13.94. 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. |
4. 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. |
5. Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock. |
6. As previously reported, on 06/22/15, the reporting person was granted 63,091 restricted stock units ("RSUs"), 37,823 of which vested on 06/22/16, and 49,801 of which vested on 06/22/17, and 63,653 of which will vest on 06/22/18. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on Issuer's common stock. Also included is 470.6510 dividend equivalent rights that reflect 191.0939 dividend equivalent rights at $16.94 per RSU credited to the reporting person's account on 07/05/17, and 279.5571 dividend equivalent rights at $14.80 per RSU credited to the reporting person's account on 10/04/17. Unvested RSUs in this footnote, and the amount in column 9 reflect the conversion adjustments noted in footnote (4) above. |
7. As previously reported, on 11/02/15, the reporting person was granted 86,266 RSUs, 28,755 of which vested on 11/02/16, 48,391 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. Also included is 715.6069 dividend equivalent rights that reflect 290.5508 dividend equivalent rights at $16.94 per RSU credited to the reporting person's account on 07/05/17, and 425.0561 dividend equivalent rights at $14.80 per RSU credited to the reporting person's account on 10/04/17. Unvested RSUs in this footnote, and the amount in column 9 reflect the conversion adjustments noted in footnote (4) above. |
8. As previously reported, on 12/09/15, the reporting person was granted 33,670 RSUs, 11,223 of which vested on 12/09/16, 18,886 of which will vest on 12/09/17, and 18,889 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. Also included is 279.3084 dividend equivalent rights that reflect 113.4047 dividend equivalent rights at $16.94 per RSU credited to the reporting person's account on 07/05/17, and 165.9037 dividend equivalent rights at $14.80 per RSU credited to the reporting person's account on 10/04/17. Unvested RSUs in this footnote, and the amount in column 9 reflect the conversion adjustments noted in footnote (4) above. |
9. As previously reported, on 12/07/16, the reporting person was granted 50,648 RSUs, 28,410 of which will vest on 12/07/17, 28,411 of which will vest on 12/07/18, and 28,412 of which will vest on 12/07/19. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on Issuer's common stock. Also included is 630.2131 dividend equivalent rights that reflect 255.8790 dividend equivalent rights at $16.94 per RSU credited to the reporting person's account on 07/05/17, and 374.3341 dividend equivalent rights at $14.80 per RSU credited to the reporting person's account on 10/04/17. Unvested RSUs in this footnote, and the amount in column 9 reflect the conversion adjustments noted in footnote (4) above. |
Remarks: |
Derek Windham as Attorney-in-Fact for Alan R. May | 11/02/2017 | |
** 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. | ||
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