Neri Antonio F Form 4 Hewlett Packard Enterprise / Antonio F Neri 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^*

Neri Antonio F

(Last) (First) (Middle)

C/O HEWLETT PACKARD ENTERPRISE COMPANY

1701 E MOSSY OAKS ROAD

(Street)

SPRING TX 77389

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
12/07/2024

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	12/07/2024		A		203,457(1)	A	$23.95	1,712,098	D
Common Stock	12/07/2024		F		80,062	D	$23.95	1,632,036	D
Common Stock	12/07/2024		A		262,598(2)	A	$23.95	1,894,634	D
Common Stock	12/07/2024		F		103,333	D	$23.95	1,791,301	D
Common Stock	12/07/2024		M		170,055	A	$23.95	1,961,356	D
Common Stock	12/07/2024		F		66,918	D	$23.95	1,894,438	D
Common Stock	12/08/2024		M		156,363	A	$23.95	2,050,801	D
Common Stock	12/08/2024		F		58,057	D	$23.95	1,992,744	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(3)	10/18/2024		A		852.1377(4)		(4)	(4)	Common Stock	852.1377	(4)	148,054.2117	D
Restricted Stock Units	(3)	12/08/2024		M			156,363(5)	(5)	(5)	Common Stock	156,363	(5)	156,363	D
Restricted Stock Units	(3)	12/07/2024		M			170,055(6)	(6)	(6)	Common Stock	170,055	(6)	340,108	D

Explanation of Responses:

1. On 12/09/21 the reporting person was granted PARSUs subject to Non-GAAP Net Income and relative total stockholder return conditions being met at the time of vesting. These PARSUs vest 50% after 2 and 3 years subject to performance and are issued in Issuer's common stock.

2. On 12/08/22 the reporting person was granted PARSUs subject to Non-GAAP Net Income and relative total stockholder return conditions being met at the time of vesting. These PARSUs vest 50% after 2 and 3 years subject to performance and are issued in Issuer's common stock.

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

4. As previously reported, on 12/09/21 the reporting person was granted 422,627 restricted stock units ("RSUs"), 140,875 of which vested on 12/09/22, 135,621 of which vested on 12/09/23, and 135,621 of which will vest on 12/09/24. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on Issuer's common stock. The number of derivative securities in column 5 reflects 852.1377 dividend equivalent rights at $20.69 per RSU credited to the reporting person's account on 10/18/24.

5. As previously reported, on 12/08/22, the reporting person was granted 460,405 RSUs, 153,468 of which vested on 12/08/23, 147,743 of which vested on 12/08/24, and 147,744 of which will vest on 12/08/25. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on Issuer's common stock. The number of derivative securities in column 5 reflects 1,856.6124 dividend equivalent rights at $20.69 per RSU credited to the reporting person's account on 10/18/24. The number of derivative securities in column 5 reflects 8,620 vested dividend equivalent rights and a de minimus adjustment of 0.2844 due to fractional rounding of the dividend equivalent rights.

6. As previously reported, on 12/07/23, the reporting person was granted 496,278 RSUs, 165,426 of which vested on 12/07/24, and 165,426 of which will vest on each of 12/07/25 and 12/07/26. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on Issuer's common stock. The number of derivative securities in column 5 reflects 3,118.2281 dividend equivalent rights at $20.69 per RSU credited to the reporting person's account on 10/18/24. The number of derivative securities in column 5 reflects 4,629 vested dividend equivalent rights and a de minimus adjustment of 0.8391 due to fractional rounding of the dividend equivalent rights.

	Ki Hoon Kim as Attorney-in-Fact for Antonio F. Neri	12/10/2024
	** Signature of Reporting Person	Date
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