Sec Form 4 Filing - MAY ALAN RICHARD @ Hewlett Packard Enterprise Co - 2021-03-05

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
MAY ALAN RICHARD
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, Chief People Officer
(Last) (First) (Middle)
C/O HEWLETT PACKARD ENTERPRISE COMPANY, 11445 COMPAQ CENTER DRIVE WEST
3. Date of Earliest Transaction (MM/DD/YY)
03/05/2021
(Street)
HOUSTON, TX77070
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 03/05/2021 M 227,049 ( 2 ) A $ 8.62 476,565 ( 1 ) D
Common Stock 03/05/2021 S 227,049 ( 2 ) D $ 14.3111 ( 3 ) 249,516 D
Common Stock 03/05/2021 M 115,968 ( 2 ) A $ 8.83 365,484 D
Common Stock 03/05/2021 S 115,968 ( 2 ) D $ 14.3111 ( 3 ) 249,516 D
Common Stock 100,827 I By Joint 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
Restricted Stock Units ( 4 ) 01/06/2021 A 285.0299 ( 5 ) ( 5 ) ( 5 ) Common Stock 285.0299 ( 5 ) 31,044.0299 D
Restricted Stock Units ( 4 ) 01/06/2021 A 629.2226 ( 6 ) ( 6 ) ( 6 ) Common Stock 629.2226 ( 6 ) 66,599.2226 D
Restricted Stock Units ( 4 ) 01/06/2021 A 1,346.5814 ( 7 ) ( 7 ) ( 7 ) Common Stock 1,346.5814 ( 7 ) 136,453.581 D
Employee Stock Option (right to buy) ( 8 ) $ 8.62 03/05/2021 M 227,049 11/02/2016( 9 ) 11/02/2023( 11 ) Common Stock 227,049 $ 0 227,048 D
Employee Stock Option (right to buy) ( 8 ) $ 8.83 03/05/2021 M 115,968 12/09/2016( 10 ) 12/09/2023( 11 ) Common Stock 115,968 $ 0 115,968 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MAY ALAN RICHARD
C/O HEWLETT PACKARD ENTERPRISE COMPANY
11445 COMPAQ CENTER DRIVE WEST
HOUSTON, TX77070
EVP, Chief People Officer
Signatures
Derek Windham as Attorney-in-Fact for Alan R. May 03/09/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Column 5 includes an administrative adjustment of 82 shares that were over reported in the withholding of taxes related to the reporting person's 12/07/20 reportable transaction.
( 2 )The reported transactions reflect the reporting person's exercise and sale of his employee stock options pursuant to a court ordered marital settlement agreement ("Order). The reporting person disclaims beneficial ownership to, and no longer reports as beneficially owned, any securities sold on behalf of, or owned by, his ex-spouse pursuant to the Order.
( 3 )The price in Column 4 is a weighted average price. The prices actually paid ranged from $14.1900 to $14.3750. 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.
( 4 )Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock.
( 5 )As previously reported, on 12/10/18 the reporting person was granted 85,793 Restricted Stock Units ("RSUs"), 28,597 of which vested on 12/10/19, 28,598 of which vested on 12/10/20 and 28,598 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 includes 285.0299 dividend equivalent rights at $12.0400 per RSU credited to the reporting person's account on 01/06/21.
( 6 )As previously reported, on 12/10/19 the reporting person was granted 94,697 RSUs, 31,565 of which vested on 12/10/20, and 31,566 of which will vest on each of 12/10/21 and 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 includes 629.2260 dividend equivalent rights at $12.0400 per RSU credited to the reporting person's account on 01/06/21.
( 7 )As previously reported, on 12/10/20 the reporting person was granted 135,107 RSUs, 45,035 of which will vest on 12/10/21, and 45,036 of which will vest on each of 12/10/22 and 12/10/23. 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 1,346.58140 dividend equivalent rights at $12.0400 per RSU credited to the reporting person's account on 01/06/21.
( 8 )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.
( 9 )As previously reported, the performance contingent stock options vested 33.3% on each of the first two anniversaries of the grant date, and 33.4% on the third anniversary, in each case subject to the satisfaction of certain stock price performance conditions being met within five years following the grant date.
( 10 )This option became exercisable beginning on this date.
( 11 )This option is no longer exercisable beginning on this date.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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