Hewlett Packard Enterprise Form 4 / JOHN F SCHULTZ 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^*

SCHULTZ JOHN F

(Last)

(First)

(Middle)

C/O HEWLETT PACKARD ENTERPRISE COMPANY

6280 AMERICA CENTER DRIVE

(Street)

SAN JOSE

95002

(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, CLAA & SEC

3. Date of Earliest Transaction (Month/Day/Year)
10/21/2019

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	10/21/2019		M		35,002	A	$8.92	332,927.8774⁽¹⁾	D
Common Stock	10/21/2019		S		35,002⁽²⁾	D	$16.0371⁽³⁾	297,925.8774	D
Common Stock	10/21/2019		M		197,164	A	$8.62	495,089.8774	D
Common Stock	10/21/2019		S		197,164⁽²⁾	D	$16.0371⁽³⁾	297,925.8774	D
Common Stock	10/21/2019		M		123,409	A	$8.83	421,334.8774	D
Common Stock	10/21/2019		S		123,409⁽²⁾	D	$16.0371⁽³⁾	297,925.8774	D
Common Stock	10/21/2019		M		77,423	A	$14.67	375,348.8774	D
Common Stock	10/21/2019		S		77,423⁽²⁾	D	$16.0371⁽³⁾	297,925.8774	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)
Restricted Stock Units	⁽⁴⁾	04/03/2019		A		695.27⁽⁵⁾		⁽⁵⁾	⁽⁵⁾	Common Stock	695.27	⁽⁵⁾	33,409.4824	D
Restricted Stock Units	⁽⁴⁾	04/03/2019		A		2,085.93⁽⁶⁾		⁽⁶⁾	⁽⁶⁾	Common Stock	2,085.93	⁽⁶⁾	98,864.6308	D
Restricted Stock Units	⁽⁴⁾	04/03/2019		A		2,481.16⁽⁷⁾		⁽⁷⁾	⁽⁷⁾	Common Stock	2,481.16	⁽⁷⁾	114,944.35	D
Restricted Stock Units	⁽⁴⁾	04/03/2019		A		1,911.5⁽⁸⁾		⁽⁸⁾	⁽⁸⁾	Common Stock	1,911.5	⁽⁸⁾	128,094.496	D
Employee Stock Option (Right to Buy)	$8.92	10/21/2019		M			35,002	12/11/2014⁽⁹⁾	12/11/2021⁽¹⁰⁾	Common Stock	35,002	$0	0	D
Employee Stock Option (Right to Buy)	$8.62	10/21/2019		M			197,164	11/02/2016⁽⁹⁾	11/02/2023⁽¹⁰⁾	Common Stock	197,164	$0	0	D
Employee Stock Option (Right to Buy)	$8.83	10/21/2019		M			123,409	12/09/2016⁽⁹⁾	12/09/2023⁽¹⁰⁾	Common Stock	123,409	$0	0	D
Employee Stock Option (Right to Buy)	$14.67	10/21/2019		M			77,423	12/07/2017⁽⁹⁾	12/07/2024⁽¹⁰⁾	Common Stock	77,423	$0	111,816	D

Explanation of Responses:

1. The total beneficial ownership includes 482.6924 shares at $15.02 per share acquired under the Issuer's 2015 Employee Stock Purchase Plan ("ESPP") on 04/30/19 with respect to shares held under the ESPP. The total beneficial ownership includes the acquisition of 4.6630 shares at $13.46 per share received on 01/02/19 through dividends paid in shares, 3.9800 shares at $15.85 per share received on 04/03/19 through dividends paid in shares, 4.1930 shares at $15.29 per share received on 07/03/19 through dividends paid in shares, and 4.4610 shares at $14.44 per share received on 10/02/19 through dividends paid in shares.

2. The sale reported on this Form 4 was effectuated pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on 09/11/19.

3. The price in Column 4 is a weighted average price. The prices actually paid ranged from $16.00 to $16.125. 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. Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock.

5. As previously reported, on 12/07/16 the reporting person was granted 55,713 Restricted Stock Units ("RSUs"), 31,251 of which vested on 12/07/17, 31,253 of which vested on 12/07/18, and 31,253 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 are 221.8273 dividend equivalent rights at $15.85 per RSU credited to the reporting person's account on 04/03/19, 229.9518 dividend equivalent rights at $15.29 per RSU credited to the reporting person's account on 07/03/19, and 243.4877 dividend equivalent rights at $14.44 per RSU credited to the reporting person's account on 10/02/19. RSUs in this footnote, and the amount in column 5 reflect the conversion adjustment previously reported.

6. As previously reported, on 12/07/17 the reporting person was granted 140,647 RSUs, 46,882 of which vested on 12/07/18, 46,882 of which will vest on 12/07/19, and 46,883 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. Also included are 665.5244 dividend equivalent rights at $15.85 per RSU credited to the reporting person's account on 04/03/19, 689.8994 dividend equivalent rights at $15.29 per RSU credited to the reporting person's account on 07/03/19, and 730.5099 dividend equivalent rights at $14.44 per RSU credited to the reporting person's account on 10/02/19.

7. As previously reported, on 12/10/18 the reporting person was granted 111,531 RSUs, 37,177 of which will vest on each of 12/10/19, 12/10/20, and 12/10/21. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on Issuer's common stock. Also included are 791.6238 dividend equivalent rights at $15.85 per RSU credited to the reporting person's account on 04/03/19, 820.6172 dividend equivalent rights at $15.29 per RSU credited to the reporting person's account on 07/03/19, and 868.9223 dividend equivalent rights at $14.44 per RSU credited to the reporting person's account on 10/02/19.

8. As previously reported, on 04/03/19, the reporting person was granted 126,183 RSUs, all of which will cliff vest on 04/03/22. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on Issuer's common stock. Also included are 928.4230 dividend equivalent rights at $15.29 per RSU credited to the reporting person's account on 07/03/19, and 983.0739 dividend equivalent rights at $14.44 per RSU credited to the reporting person's account on 10/02/19.

9. This option became exercisable beginning on this date.

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

Remarks:

	Derek Windham as Attorney-in-Fact for John F. Schultz	10/23/2019
	** 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 / JOHN F SCHULTZ ownership change