Sec Form 4 Filing - WHITMAN MARGARET C @ Hewlett Packard Enterprise Co - 2015-12-09

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
WHITMAN MARGARET C
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 & CEO
(Last) (First) (Middle)
C/O HEWLETT PACKARD ENTERPRISE COMPANY, 3000 HANOVER STREET
3. Date of Earliest Transaction (MM/DD/YY)
12/09/2015
(Street)
PALO ALTO, CA94304
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 453,108 ( 1 ) D
Common Stock 66 ( 1 ) I By Living Trust
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Employee Stock Option (right to buy) $ 14.85 12/09/2015 A 895,846 12/09/2016( 2 ) 12/09/2023( 3 ) Common Stock 895,846 $ 0 895,846 D
Restricted Stock Units ( 4 ) 12/09/2015 A 218,855 ( 5 ) ( 5 ) ( 5 ) Common Stock 218,855 ( 5 ) 218,855 D
Restricted Stock Units ( 4 ) 11/01/2015 J 1,013.0674 ( 6 ) ( 7 ) ( 7 ) ( 7 ) Common Stock 1,013.0674 ( 7 ) 2,281.7668 ( 7 ) D
Restricted Stock Units ( 4 ) 11/01/2015 J 40,004.4847 ( 6 ) ( 8 ) ( 8 ) ( 8 ) Common Stock 40,004.4847 ( 8 ) 90,102.1343 ( 8 ) D
Restricted Stock Units ( 4 ) 11/01/2015 J 56,750.2697 ( 6 ) ( 9 ) ( 9 ) ( 9 ) Common Stock 56,750.2697 ( 9 ) 127,818.561 ( 9 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
WHITMAN MARGARET C
C/O HEWLETT PACKARD ENTERPRISE COMPANY
3000 HANOVER STREET
PALO ALTO, CA94304
X President & CEO
Signatures
Derek Windham as Attorney-in-Fact for Margaret C. Whitman 12/10/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )There is no reportable change since the last filing. This is a reiteration of holdings only.
( 2 )This option will become exercisable beginning on this date.
( 3 )This option is no longer exercisable beginning on this date.
( 4 )Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock.
( 5 )On 12/09/15 the reporting person was granted 218,855 restricted stock units ("RSUs"), 72,951 of which will vest on 12/09/16, and 72,952 of which will vest on each of 12/09/17 and 12/09/18. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on Issuer's common stock.
( 6 )Hewlett-Packard Company ("HP Co.") stockholders of record on 10/21/15 ("Record Date") received one share of Hewlett Packard Enterprise common stock for every one share of HP Co. common stock held on the Record Date. As reported in the Registration Statement on Form 10 filed by Issuer with the SEC, in connection with the separation, equity-based awards granted by HP Co, prior to the separation will be converted to adjust the award in a manner intended to preserve the aggregate intrinsic value of the original HP Co. award as measured immediately before and immediately after the separation, subject to rounding. The adjusted equity award will otherwise be subject to the same terms and conditions that applied to the original HP Co. award immediately prior to the separation, unless otherwise noted. The reporting person's equity-based awards granted by HP Co. prior to separation have been converted into equity-based awards with respect to the Issuer's common stock.
( 7 )As previously reported, on 03/20/13 the reporting person was granted 3,616 RSUs, 1,205 of which vested on 03/20/14, 1,205 of which vested on 03/20/15, and 2,169 of which will vest on 03/20/16. 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 includes 7.5779 dividend equivalent rights at $28.01 per RSU credited to the reporting person's account on 10/07/15.
( 8 )As previously reported, on 12/11/13 the reporting person was granted 144,498 RSUs, 48,166 of which vested on 12/11/14, 48,166 of which vested early on 09/17/15, and 86,628 of which will vest on 12/11/16. 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 includes 302.6496 dividend equivalent rights at $28.01 per RSU credited to the reporting person's account on 10/07/15.
( 9 )As previously reported, on 12/10/14 the reporting person was granted 104,390 RSUs, 34,796 of which vested early on 09/17/15, 62,583 of which will vest on 12/10/16, and 62,584 of which will vest on 12/10/17. 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 includes 437.2918 dividend equivalent rights at $28.01 per RSU credited to the reporting person's account on 10/07/15.

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