Hewlett Packard Enterprise (HPE) Form 3 Hewlett Packard Enterprise / Keerti Melkote ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Melkote Keerti

(Last) (First) (Middle)

C/O HEWLETT PACKARD COMPANY

3000 HANOVER STREET

(Street)

PALO ALTO CA 94304

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/23/2018

3. Issuer Name and Ticker or Trading Symbol
Hewlett Packard Enterprise Co [ HPE ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President Intelligent Edge

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	0	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (right to buy)(4)	11/02/2016(1)	11/02/2023(2)	Common Stock	261,340	8.62	D
Restricted Stock Units(4)	(5)	(5)	Common Stock	95,032.9372	(3)	D
Restricted Stock Units(4)	(6)	(6)	Common Stock	29,962.1378	(3)	D
Restricted Stock Units	(7)	(7)	Common Stock	212,046.3776	(3)	D

Explanation of Responses:

1. This option became exercisable beginning on this date, vesting in three annual installments of 87,113 on each of 11/02/16 and 11/02/17, and 87,114 on 11/02/18.

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

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

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. On 05/18/15 the reporting person was granted 91,028 restricted stock units ("RSUs"), 91,028 of which will cliff vest on 05/18/18. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on Issuer's common stock. The number of units reported in Column 3 includes 4,004.9372 dividend equivalent rights accrued but not released since the grant date. Unvested RSUs in this footnote reflect post spin-off conversion adjustments.

6. On 11/02/15 the reporting person was granted 58,070 RSUs, 29,035 of which vested on 02/23/17, and 29,035 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 number of units reported in Column 3 includes 927.1378 dividend equivalent rights accrued but not released since the grant date. Unvested RSUs in this footnote reflect post spin-off conversion adjustments.

7. On 12/07/17 the reporting person was granted 210,970 RSUs, 70,323 of which will vest on each of 12/07/18 and 12/07/19, and 70,324 of which will vest on 12/07/20. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on Issuer's common stock. The number of units reported in Column 3 includes 1,076.3776 dividend equivalent rights accrued but not released since the grant date.

Remarks:

	Derek Windham as Attorney-in-Fact for Keerti Melkote	03/05/2018
	** 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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