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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Karros Kirt P
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)
SVP, Finance & Treasurer
(Last)          (First)          (Middle)

C/O HEWLETT PACKARD ENTERPRISE COMPANY, 3000 HANOVER STREET
3. Date of Earliest Transaction (MM/DD/YYYY)

5/15/2017
(Street)

PALO ALTO, CA 94304
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   5/15/2017     S    20344   (1) D $18.90   0   D  
 

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 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
Employee Stock Option (Right to buy)   (2) (6) $11.01   5/10/2017     M         56797   (2)   11/2/2016   (4) 11/2/2023   (5) Common Stock   56797   $0   113596   D  
 
Employee Stock Option (Right to buy)   (2) (6) $11.28   5/10/2017     M         6650   (2)   12/9/2016   (4) 12/9/2023   (5) Common Stock   6650   $0   13301   D  
 
Restricted Stock Umits   (2) (6)   (3) 1/4/2017     A      137.7118   (2) (7)        (2) (7)   (2) (7) Common Stock   137.7118     (2) (7) 24159.7158   D  
 

Explanation of Responses:
(1)  The sales reported on this Form 4 were effectuated pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on 03/09/17.
(2)  To clarify the reporting on 05/12/17: the trading plan is 03/09/17; the coding under Column 5 of the options exercised is "D"; and the 12/07/16 RSU grant vesting footnote is 8,002 vesting on each of 12/07/17, 12/07/18 and 12/07/19. There are no other reportable changes to that filing.
(3)  Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock.
(4)  This option vested and became exercisable beginning on this date.
(5)  This option is no longer exercisable beginning on this date.
(6)  As reported in the Registration Statement on Form 10 filed by Issuer with the SEC, in connection with the spin-off of Everett SpinCo, Inc. on 04/01/17, equity-based awards granted by Issuer, prior to the spin-off 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-off, 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-off, unless otherwise noted. The reporting person's equity-based awards reflect that conversion adjustment.
(7)  As previously reported, on 12/07/16 the reporting person was granted 18,233 RSUs, 8,002 of which vests on each of 12/07/17, 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. The dividend equivalent rights being reported include 50.5392,dividend equivalent rights at $23.45 per RSU credited to the reporting person's account on 01/04/17, and 87.1726 dividend equivalent rights at $17.90 per RSU credited to the reporting person's account on 04/05/17. Unvested RSUs in this footnote, and the amount in column 5 reflect the conversion adjustment noted in footnote (6) above.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Karros Kirt P
C/O HEWLETT PACKARD ENTERPRISE COMPANY
3000 HANOVER STREET
PALO ALTO, CA 94304


SVP, Finance & Treasurer

Signatures
Derek Windham as Attorney-in-Fact for Kirt P. Karros 5/16/2017
** 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 control number.
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