Alan Richard May Form 4 Hewlett Packard Enterprise / ALAN RICHARD MAY 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^*

MAY ALAN RICHARD

(Last) (First) (Middle)

C/O HEWLETT PACKARD ENTERPRISE COMPANY

3000 HANOVER STREET

(Street)

PALO ALTO CA 94304

(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, HR

3. Date of Earliest Transaction (Month/Day/Year)
06/22/2017

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	06/22/2017		M		51,042	A	$16.68	88,713	D
Common Stock	06/22/2017		F		19,183	D	$16.68	69,530	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(2)	(1)	06/22/2017		M			51,042(3)	(3)	(3)	Common Stock	51,042	(3)	51,042	D
Restricted Stock Units(2)	(1)	01/04/2017		A		434.3804(4)		(4)	(4)	Common Stock	434.3804	(4)	77,131.1612	D
Restricted Stock Units(2)	(1)	01/04/2017		A		169.5424(5)		(5)	(5)	Common Stock	169.5424	(5)	30,105.2121	D
Restricted Stock Units(2)	(1)	01/04/2017		A		382.5448(6)		(6)	(6)	Common Stock	382.5448	(6)	67,112.8013	D

Explanation of Responses:

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

2. As reported in the Registration Statement on Form 10 filed by Issuer with the SEC, in connection with the spin-off of Everett SpinCo, Inc. on 04/01/17, equity-based awards granted by Issuer, prior to the spin-off 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-off, 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-off, unless otherwise noted. The reporting person's equity-based awards reflect that conversion adjustment.

3. As previously reported, on 06/22/15, the reporting person was granted 63,091 restricted stock units ("RSUs"), 37,823 of which vested on 06/22/16, and 49,801 of which vested on 06/22/17, and 49,802 of which will vest on 06/22/18. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on Issuer's common stock. Also included in column 9 is 571.3722 dividend equivalent rights that reflect 209.6853 dividend equivalent rights at $23.45 per RSU credited to the reporting person's account on 01/04/17, and 361.6869 dividend equivalent rights at $17.90 per RSU credited to the reporting person's account on 04/05/17. The number of derivative securities in column 5 includes 1,241 vested dividend equivalent rights and a de minimus adjustment of 0.8339 due to fractional rounding of the dividend equivalent rights. Unvested RSUs in this footnote, and the amount in column 9 also reflect the conversion adjustment noted in footnote (2) above.

4. As previously reported, on 11/02/15, the reporting person was granted 86,266 RSUs, 28,755 of which vested on 11/02/16, 37,861 of which will vest on 11/02/17, and 37,861 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 434.3804 dividend equivalent rights being reported reflect 159.4122 dividend equivalent rights at $23.45 per RSU credited to the reporting person's account on 01/04/17, and 274.9682 dividend equivalent rights at $17.90 per RSU credited to the reporting person's account on 04/05/17. Unvested RSUs in this footnote, and the amount in column 9 reflect the conversion adjustment noted in footnote (2) above.

5. As previously reported, on 12/09/15, the reporting person was granted 33,670 RSUs, 11,223 of which vested on 12/09/16, 14,777 of which will vest on 12/09/17, and 14,778 of which will vest on 12/09/18. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on Issuer's common stock. The 169.5424 dividend equivalent rights being reported reflect 62.2198 dividend equivalent rights at $23.45 per RSU credited to the reporting person's account on 01/04/17, and 107.3226 dividend equivalent rights at $17.90 per RSU credited to the reporting person's account on 04/05/17. Unvested RSUs in this footnote, and the amount in column 9 reflect the conversion adjustment noted in footnote (2) above.

6. As previously reported, on 12/07/16, the reporting person was granted 50,648 RSUs, 22,228 of which will vest on 12/07/17, and 22,229 of which will vest on each of 12/07/18 and 12/17/19. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on Issuer's common stock. The 382.5448 dividend equivalent rights being reported reflect 140.3889 dividend equivalent rights at $23.45 per RSU credited to the reporting person's account on 01/04/17, and 242.1559 dividend equivalent rights at $17.90 per RSU credited to the reporting person's account on 04/05/17. Unvested RSUs in this footnote, and the amount in column 9 reflect the conversion adjustment noted in footnote (2) above.

Remarks:

	Derek Windham as Attorney-in-Fact for Alan R. May	06/26/2017
	** Signature of Reporting Person	Date
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