Sec Form 4 Filing - SCHULTZ JOHN F @ Hewlett Packard Enterprise Co - 2017-10-31

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
SCHULTZ JOHN F
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, GC & SEC
(Last) (First) (Middle)
C/O HEWLETT PACKARD ENTERPRISE COMPANY, 3000 HANOVER STREET
3. Date of Earliest Transaction (MM/DD/YY)
10/31/2017
(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 10/31/2017 A 49,042 ( 2 ) A $ 13.92 110,536.4467 ( 1 ) D
Common Stock 10/31/2017 F 25,617 D $ 13.92 84,919.4467 D
Common Stock 10/31/2017 A 94,047 ( 3 ) A $ 13.92 178,966.4467 D
Common Stock 11/01/2017 S 51,490 ( 4 ) D $ 13.8023 ( 5 ) 127,476.4467 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 (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 ( 6 ) ( 7 ) 04/05/2017 A 248.75 ( 8 ) ( 8 ) ( 8 ) Common Stock 248.75 ( 8 ) 25,469.7573 ( 8 ) D
Restricted Stock Units ( 6 ) ( 7 ) 04/05/2017 A 1,089.63 ( 9 ) ( 9 ) ( 9 ) Common Stock 1,089.63 ( 9 ) 109,316.923 ( 9 ) D
Restricted Stock Units ( 6 ) ( 7 ) 04/05/2017 A 531.6 ( 10 ) ( 10 ) ( 10 ) Common Stock 531.6 ( 10 ) 53,331.7443 ( 10 ) D
Restricted Stock Units ( 6 ) ( 7 ) 04/05/2017 A 959.61 ( 11 ) ( 11 ) ( 11 ) Common Stock 959.61 ( 11 ) 95,128.8676 ( 11 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SCHULTZ JOHN F
C/O HEWLETT PACKARD ENTERPRISE COMPANY
3000 HANOVER STREET
PALO ALTO, CA94304
EVP, GC & SEC
Signatures
Derek Windham as Attorney-in-Fact for John F. Schultz 11/02/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The total beneficial ownership includes 409.6440 shares at $17.70 per share acquired under the Issuer's 2015 Employee Stock Purchase Plan ("ESPP") on 04/28/17 with respect to shares held under the ESPP. The total beneficial ownership includes the acquisition of 1.9360 shares at $18.11 per share received on 04/05/17, 2.0780 shares at $16.94 per share received on 07/05/17, and 2.3920 shares at $14.7641 on 10/04/17 through dividends paid in shares.
( 2 )On 12/09/15 the reporting person was granted performance adjusted restricted stock units ("PARSUs") subject to certain return on invested capital performance conditions and/or relative total stockholder return conditions being met at the time of vesting. These PARSUs vest 50% after 2 and 3 years subjects to performance. Dividend equivalent rights accrue with respect to these PARSUs when and as dividends are paid on Issuer's common stock. The number of derivative securities in column 5 includes vested dividend equivalent rights accrued but not released since the grant date.
( 3 )On 12/07/16 the reporting person was granted performance adjusted restricted stock ("PARS") subject to certain return on invested capital performance conditions and/or relative total stockholder return conditions being met at the time of vesting. These PARS vest 50% after 2 and 3 years subjects to performance, and are issued in Issuer's common stock.
( 4 )The sales reported on this Form 4 were effectuated pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on 12/01/16 to sell these shares to satisfy taxes associated with the PARs vesting on 10/31/17.
( 5 )The price in Column 4 is a weighted average price. The prices actually paid ranged from $13.66 to $13.94. Upon request, the reporting person will provide to the Issuer, any security holder of the Issuer, or the SEC staff information regarding the number of shares purchased at each price within the range.
( 6 )As reported in the Registration Statements on Form 10 filed by Issuer with the SEC, in connection with the spin-offs of Everett SpinCo, Inc. on 04/01/17 and Seattle SpinCo, Inc. on 09/01/17, equity-based awards granted by Issuer, prior to the spin-offs 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-offs, 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-offs, unless otherwise noted. The reporting person's equity based awards reflect the conversion adjustments.
( 7 )Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock.
( 8 )As previously reported, on 12/10/14 the reporting person was granted 24,090 restricted stock units ("RSUs"), 8,030 of which vested early on 09/17/15, 14,442 of which vested on 12/10/16, and 24,303 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. Also included is 248.75 dividend equivalent rights that reflect 69.0489 dividend equivalent rights at $17.90 per RSU credited to the reporting person's account on 04/05/17, 72.9619 dividend equivalent rights at $16.94 per RSU credited to the reporting person's account on 07/05/17, and 106.7361dividend equivalent rights at $14.80 per RSU credited to the reporting person's account on 10/04/17. Unvested RSUs in this footnote, and the amount in column 9 reflect the conversion adjustments noted in footnote (6) above.
( 9 )As previously reported, on 11/02/15 the reporting person was granted 94,893 RSUs, 31,631 of which vested on 11/02/16, and 53,230 of which will vest on each of 11/02/17 and 11/02/18. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on Issuer's common stock. Also included is 1,089.63 dividend equivalent rights that reflect 302.4642 dividend equivalent rights at $17.90 per RSU credited to the reporting person's account on 04/05/17, 319.6051 dividend equivalent rights at $16.94 per RSU credited to the reporting person's account on 07/05/17, and 467.5608 dividend equivalent rights at $14.80 per RSU credited to the reporting person's account on 10/04/17. Unvested RSUs in this footnote, and the amount in column 9 reflect the conversion adjustments noted in footnote (6) above.
( 10 )As previously reported, on 12/09/15 the reporting person was granted 46,296 RSUs, 15,432 of which vested on 12/09/16, 25,969 of which will vest on 12/09/17, and 25,970 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. Also included is 531.60 dividend equivalent rights that reflect 147.5645 dividend equivalent rights at $17.90 per RSU credited to the reporting person's account on 04/05/17, 155.9271 dividend equivalent rights at $16.94 per RSU credited to the reporting person's account on 07/05/17, and 228.1105 dividend equivalent rights at $14.80 per RSU credited to the reporting person's account on 10/04/17. Unvested RSUs in this footnote, and the amount in column 9 reflect the conversion adjustments noted in footnote (6) above.
( 11 )As previously reported, on 12/07/16 the reporting person was granted 55,713 RSUs, 31,251 of which will vest on 12/07/17, and 31,253 of which will vest on each of 12/07/18 and 12/07/19. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on Issuer's common stock. Also included is 959.61 dividend equivalent rights that reflect 266.3729 dividend equivalent rights at $17.90 per RSU credited to the reporting person's account on 04/05/17, 281.4684 dividend equivalent rights at $16.94 per RSU credited to the reporting person's account on 07/05/17, and 411.7706 dividend equivalent rights at $14.80 per RSU credited to the reporting person's account on 10/04/17. Unvested RSUs in this footnote, and the amount in column 9 reflect the conversion adjustments noted in footnote (6) above.

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