Hewlett Packard Enterprise (HPE) Form 3 Hewlett Packard Enterprise / Neil B MacDonald 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^*

MacDonald Neil B

(Last) (First) (Middle)

C/O HEWLETT PACKARD ENTERPRISE COMPANY

6280 AMERICA CENTER DRIVE

(Street)

SAN JOSE CA 95002

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/12/2020

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)
SVP, GM of Compute

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	2,631.654	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)	09/17/2015(1)	12/10/2022(2)	Common Stock	9,532	12.36	D
Employee Stock Option (right to buy)(4)	12/09/2016(1)	12/09/2023(2)	Common Stock	5,668	8.83	D
Employee Stock Option (right to buy)(4)	12/07/2017(1)	12/07/2024(2)	Common Stock	7,671	14.67	D
Restricted Stock Units	(5)	(5)	Common Stock	4,154.1559	(3)	D
Restricted Stock Units	(6)	(6)	Common Stock	17,304.5711	(3)	D
Restricted Stock Units	(7)	(7)	Common Stock	38,200.0842	(3)	D
Restricted Stock Units	(8)	(8)	Common Stock	35,414.6083	(3)	D

Explanation of Responses:

1. This option became exercisable beginning on this date and is fully vested.

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 12/07/17, the reporting person was granted 11,603 restricted stock units ("RSUs"), 3,867 of which vested on 12/07/18, 3,868 of which vested on 12/07/19, and 3,868 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 286.1559 dividend equivalent rights accrued but not released since the grant date.

6. On 12/10/18, the reporting person was granted 24,708 RSUs, 8,236 of which vested on 12/10/19, and 8,236 of which will vest on each of 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. The number of units reported in Column 3 includes 832.5711 dividend equivalent rights accrued but not released since the grant date.

7. On 10/23/19, the reporting person was granted 37,453 RSUs, 12,484 of which will vest on each of 10/23/20 and 10/23/21, and 12,485 of which will vest on 10/23/22. 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 747.0842 dividend equivalent rights accrued but not released since the grant date.

8. On 12/10/19, the reporting person was granted 34,722 RSUs, 11,574 of which will vest on each of 12/10/20, 12/10/21, and 12/10/22. 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 692.6083 dividend equivalent rights accrued but not released since the grant date.

Remarks:

	Derek Windham as Attorney-in-Fact for Neil B MacDonald	05/22/2020
	** 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 5 (b)(v).
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