Form 4 - Statement of changes in beneficial ownership of securities

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Neri Antonio F

(Last)

(First)

(Middle)

C/O HEWLETT PACKARD ENTERPRISE COMPANY

1701 E MOSSY OAKS ROAD

(Street)

SPRING

77389

(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)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
06/10/2024

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/10/2024		M		365,945	A	$14.67	2,374,586⁽¹⁾	D
Common Stock	06/10/2024		S		365,945	D	$20.0728⁽²⁾	2,008,641	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 (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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$14.67	06/10/2024		M			365,945	⁽³⁾	⁽³⁾	Common Stock	365,945	$0	0	D
Restricted Stock Units	⁽⁴⁾	01/11/2024		A		2,089.1117⁽⁵⁾		⁽⁵⁾	⁽⁵⁾	Common Stock	2,089.1117	⁽⁵⁾	146,349.1117	D
Restricted Stock Units	⁽⁴⁾	01/11/2024		A		4,551.6944⁽⁶⁾		⁽⁶⁾	⁽⁶⁾	Common Stock	4,551.6944	⁽⁶⁾	309,010.6944	D
Restricted Stock Units	⁽⁴⁾	01/11/2024		A		7,644.6875⁽⁷⁾		⁽⁷⁾	⁽⁷⁾	Common Stock	7,644.6875	⁽⁷⁾	503,922.6875	D

Explanation of Responses:

1. As of 03/13/24, the reporting person no longer has a reportable beneficial interest in 15,000 shares, originally included in the reporting person's prior ownership reports. The reporting person disclaims beneficial ownership to, and no longer reports as beneficially owned, any such securities.

2. The price in Column 4 is a weighted average price. The prices actually paid ranged from $19.955 to $20.205. 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.

3. This performance contingent stock option vested 33.3% on each of the first, second and third anniversary of the grant date, in each case it was subject to the satisfaction of certain stock price performance conditions. The option is no longer exercisable beginning on 12/07/24.

4. Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock.

5. As previously reported, on 12/09/21 the reporting person was granted 422,627 restricted stock units ("RSUs"), 140,875 of which vested on 12/09/22, 135,621 of which vested on 12/09/23, and 135,621 of which will vest on 12/09/24. 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 reflects 1,077.0147 dividend equivalent rights at $16.37 per RSU credited to the reporting person's account on 01/11/24, and 1,012.0970 dividend equivalent rights at $17.42 per RSU credited to the reporting person's account on 04/12/24.

6. As previously reported, on 12/08/22, the reporting person was granted 460,405 restricted stock units, 153,468 of which vested on 12/08/23, 147,743 of which will vest on 12/08/24, and 147,744 of which will vest on 12/08/25. 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 reflects 2,346.5675 dividend equivalent rights at $16.37 per RSU credited to the reporting person's account on 01/11/24, and 2,205.1269 dividend equivalent rights at $17.42 per RSU credited to the reporting person's account on 04/12/24.

7. As previously reported, on 12/07/23, the reporting person was granted 496,278 RSUs, 165,426 of which will vest on each of 12/07/24, 12/07/25 and 12/07/26. 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 reflects 3,941.1203 dividend equivalent rights at $16.37 per RSU credited to the reporting person's account on 01/11/24, and 3,703.5672 dividend equivalent rights at $17.42 per RSU credited to the reporting person's account on 04/12/24.

Remarks:

The reported transaction occurred pursuant to a trading plan adopted on 03/11/24.

	Ki Hoon Kim as Attorney-in-Fact for Antonio F. Neri	06/12/2024
	** 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).
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