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

11445 COMPAQ CENTER DRIVE WEST

(Street)

HOUSTON TX 77070

(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)
President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
12/10/2020

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	12/10/2020		M		124,881	A	$12.12	669,389	D
Common Stock	12/10/2020		F		61,917	D	$12.12	607,472	D
Common Stock	12/10/2020		M		118,198	A	$12.12	725,670	D
Common Stock	12/10/2020		F		58,603	D	$12.12	667,067	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	(1)	12/10/2020		M			124,881(2)	(2)	(2)	Common Stock	124,881	(2)	124,880	D
Restricted Stock Units	(1)	12/10/2020		M			118,198(3)	(3)	(3)	Common Stock	118,198	(3)	236,393	D
Restricted Stock Units	(1)	12/10/2020		A		515,677(4)		(4)	(4)	Common Stock	515,677	(4)	515,667	D

Explanation of Responses:

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

2. As previously reported, on 12/10/18 the reporting person was granted 348,318 Restricted Stock Units ("RSUs"), 116,106 of which vested on each of 12/10/19 and 12/10/20, and 116,106 of which will vest on 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 derivative securities in column 5 also includes 8,775 vested dividend equivalent rights and a de minimus adjustment of 0.7522 due to fractional rounding of the dividend equivalent rights.

3. As previously reported, on 12/10/19 the reporting person was granted 339,331 RSUs, 113,110 of which vested on 12/10/20, 113,110 of which will vest on 12/10/21, and 113,111 of which will vest on 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 derivative securities in column 5 also includes 5,088 vested dividend equivalent rights and a de minimus adjustment of 0.7610 due to fractional rounding of the dividend equivalent rights.

4. On 12/10/20 the reporting person was granted 515,677 RSUs, 171,892 of which will vest on each of 12/10/21 and 12/10/22, and 171,893 of which will vest on 12/10/23. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on Issuer's common stock.

Remarks:

	Derek Windham as Attorney-in-Fact for Antonio F. Neri	12/14/2020
	** 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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