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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

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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OMB Number: 3235-0287
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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*
WHITMAN MARGARET C
(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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
CEO
3. Date of Earliest Transaction (Month/Day/Year)
10/31/2017
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 10/31/2017 A 212,747(1) A $13.92 980,346 D
Common Stock 10/31/2017 F 111,012 D $13.92 869,334 D
Common Stock 10/31/2017 A 444,591(2) A $13.92 1,313,925 D
Common Stock 11/01/2017 S 235,050(3) D $13.8057(4) 1,078,875 D
Common Stock 66(5) 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 (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(6) (7) 10/04/2017 A 462.5541(8) (8) (8) Common Stock 462.5541 (8) 110,378.267(8) D
Restricted Stock Units(6) (7) 10/04/2017 A 2,550.3804(9) (9) (9) Common Stock 2,550.3804 (9) 596,290.53(9) D
Restricted Stock Units(6) (7) 10/04/2017 A 1,078.3676(10) (10) (10) Common Stock 1,078.3676 (10) 252,127.602(10) D
Restricted Stock Units(6) (7) 10/04/2017 A 1,946.5699(11) (11) (11) Common Stock 1,946.5699 (11) 449,704.23(11) D
Explanation of Responses:
1. 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.
2. 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.
3. 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.
4. The price in Column 4 is a weighted average price. The prices actually paid ranged from $13.65 to $13.90. 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.
5. There is no reportable change since the last filing. This is a reiteration of holdings only.
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 104,390 restricted stock units ("RSUs"), 34,796 of which vested early on 09/17/15, 62,583 of which vested on 12/10/16, and 105,320 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 462.5541 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.
9. As previously reported, on 11/02/15 the reporting person was granted 517,598 RSUs, 172,532 of which vested on 11/02/16, 290,350 of which will vest on 11/02/17, and 290,352 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. Also included is 2,550.3804 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 218,855 RSUs, 72,951 of which vested on 12/09/16, and 122,768 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. Also included is 1,078.3676 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 263,371 RSUs, 147,739 of which will vest on each of 12/07/17 and 12/07/18, and 147,741 of which will vest on 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 1,946.5699 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.
Remarks:
Derek Windham as Attorney-in-Fact for Margaret C. Whitman 11/02/2017
** Signature of Reporting Person 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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