Hewlett Packard Enterprise Co.

12/10/2024 | Press release | Distributed by Public on 12/10/2024 20:34

Statement of Changes in Beneficial Ownership (Form 4)

Ownership Submission
FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Mottram Phil
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, GM, Intelligent Edge
(Last) (First) (Middle)
C/O HEWLETT PACKARD ENTERPRISE COMPANY, 1701 E MOSSY OAKS ROAD 		3. Date of Earliest Transaction (Month/Day/Year)
12/07/2024
(Street)
SPRING, TX 77389 		4. If Amendment, Date 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
(City) (State) (Zip)
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 12/07/2024 A 46,952(1) A $23.95 82,059 D
Common Stock 12/07/2024 F 23,280 D $23.95 58,779 D
Common Stock 12/07/2024 A 78,780(2) A $23.95 137,559 D
Common Stock 12/07/2024 F 39,060 D $23.95 98,499 D
Common Stock 12/07/2024 M 53,142 A $23.95 151,641 D
Common Stock 12/07/2024 F 26,349 D $23.95 125,292 D
Common Stock 12/08/2024 M 48,676 A $23.95 173,968 D
Common Stock 12/08/2024 F 24,135 D $23.95 149,833 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 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) 07/18/2024 A 408.7332(4) (4) (4) Common Stock 408.7332 (4) 35,447.5186 D
Restricted Stock Units (3) 12/08/2024 M 48,676(5) (5) (5) Common Stock 48,676 (5) 48,674 D
Restricted Stock Units (3) 12/07/2024 M 53,142(6) (6) (6) Common Stock 53,142 (6) 106,284 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Mottram Phil
C/O HEWLETT PACKARD ENTERPRISE COMPANY
1701 E MOSSY OAKS ROAD
SPRING, TX 77389 		EVP, GM, Intelligent Edge

Signatures

Ki Hoon Kim Attorney-in-Fact for Philip J. Mottram 12/10/2024
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) On 12/09/21 the reporting person was granted PARSUs subject to Non-GAAP Net Income and relative total stockholder return conditions being met at the time of vesting. These PARSUs vest 50% after 2 and 3 years subject to performance and are issued in Issuer's common stock.
(2) On 12/08/22 the reporting person was granted PARSUs subject to Non-GAAP Net Income and relative total stockholder return conditions being met at the time of vesting. These PARSUs vest 50% after 2 and 3 years subject to performance and are issued in Issuer's common stock.
(3) Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock.
(4) As previously reported, on 12/09/21 the reporting person was granted 97,529 restricted stock units ("RSUs"), 32,509 of which vested on 12/09/22, 32,510 of which vested on 12/09/23, and 32,510 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 204.4654 dividend equivalent rights at $20.67 per RSU credited to the reporting person's account on 07/18/24, and 204.2678 dividend equivalent rights at $20.69 per RSU credited to the reporting person's account on 10/18/24.
(5) As previously reported, on 12/08/22, the reporting person was granted 138,122 RSUs, 46,040 of which vested on 12/08/23, 46,041 of which vested on 12/08/24, and 46,041 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 579.1321 dividend equivalent rights at $20.67 per RSU credited to the reporting person's account on 07/18/24, and 578.5723 dividend equivalent rights at $20.69 per RSU credited to the reporting person's account on 10/18/24. The number of derivative securities in column 5 reflects 2,635 vested dividend equivalent rights and a de minimus adjustment of 0.8605 due to fractional rounding of the dividend equivalent rights.
(6) As previously reported, on 12/07/23, the reporting person was granted 155,087 RSUs, 51,695 of which vested on 12/07/24 and 51,696 of which will vest on each of 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 975.3899 dividend equivalent rights at $20.67 per RSU credited to the reporting person's account on 07/18/24, and 974.4471 dividend equivalent rights at $20.69 per RSU credited to the reporting person's account on 10/18/24. The number of derivative securities in column 5 reflects 1,447 vested dividend equivalent rights and a de minimus adjustment of 0.1962 due to fractional rounding of the dividend equivalent rights.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.