Sec Form 4/A Filing - Andreessen Marc L @ Hewlett Packard Enterprise Co - 2017-03-22

Insider filing report for Changes in Beneficial Ownership
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FORM 4/A
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
Andreessen Marc L
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
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O HEWLETT PACKARD ENTERPRISE COMPANY, 3000 HANOVER STREET
3. Date of Earliest Transaction (MM/DD/YY)
03/22/2017
(Street)
PALO ALTO, CA94304
4. If Amendment, Date Original Filed (MM/DD/YY)
03/23/2017
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 15,660 ( 1 ) D
Common Stock 03/22/2017 M 13,499 A $ 0 125,401.0962 ( 1 ) ( 2 ) I By Merrill Lynch
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
Restricted Stock Units ( 3 ) 03/22/2017 M 13,499 ( 4 ) ( 4 ) ( 4 ) Common Stock 13,499 ( 4 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Andreessen Marc L
C/O HEWLETT PACKARD ENTERPRISE COMPANY
3000 HANOVER STREET
PALO ALTO, CA94304
X
Signatures
Derek Windham as Attorney-in-Fact for Marc L. Andreessen 04/25/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The 1,095 shares issued to the reporting person on 02/28/17 pursuant to the Issuer's 2015 Stock Incentive Plan in lieu of Q4 cash retainer and chair fees of $25,000 for Issuer's Board Year 2016 were deferred pursuant to footnote (2) below.
( 2 )The reporting person elected to defer the receipt of common stock until the termination of his service as a member of the Issuer's Board of Directors. The number of deferred shares were subject to change due to the Issuer's spin-off of Everett SpinCo, Inc. on 04/01/17. The number of deferred shares reported in this amendment reflects that conversion adjustment.
( 3 )Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock.
( 4 )As previously reported, on 04/25/16 the reporting person was granted 10,169 restricted stock units ("RSUs"), all of which cliff vested on the earlier of 04/25/17 or the date of Issuer's 2017 Annual Stockholders Meeting. The number of RSUs that vested was an estimated amount, subject to change due to the vesting triggered during the Issuer's ex-dividend trading period prior to its spin-off of Everett SpinCo, Inc. on 04/01/17. The number of RSUs reported in this amendment reflects that conversion adjustment. 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 110 vested dividend equivalent rights and a de minimus adjustment of 0.5258 due to fractional rounding of the dividend equivalent rights. The RSUs that cliff vested were deferred as noted in footnote (2) above.

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