SEC Form 4 · accession 0001179706-17-000218
Hewlett Packard Enterprise Co · HPE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Margaret C Whitman
Officer — CEO · Director
Period of report
Oct 31, 2017
Accepted (ET)
Nov 2, 2017 · 6:59 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001645590
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Oct 31, 2017 | A | 212,747 | $13.92 | A | 980,346 | D | |
| Common Stock | Oct 31, 2017 | F | 111,012 | $13.92 | D | 869,334 | D | |
| Common StockF2 | Oct 31, 2017 | A | 444,591 | $13.92 | A | 1,313,925 | D | |
| Common StockF3,F4 | Nov 1, 2017 | S | 235,050 | $13.8057 | D | 1,078,875 | D | |
| Common StockF5 | holding | — | — | — | 66 | I | By Living Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF6,F8,F7 | — | Oct 4, 2017 | A | 463 | A | — | — | Common Stock | 463 | 110,378 | D |
| Restricted Stock UnitsF6,F9,F7 | — | Oct 4, 2017 | A | 2,550 | A | — | — | Common Stock | 2,550 | 596,291 | D |
| Restricted Stock UnitsF6,F10,F7 | — | Oct 4, 2017 | A | 1,078 | A | — | — | Common Stock | 1,078 | 252,128 | D |
| Restricted Stock UnitsF6,F11,F7 | — | Oct 4, 2017 | A | 1,947 | A | — | — | Common Stock | 1,947 | 449,704 | D |
Explanation of responses
- F1On 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.
- F10As 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.
- F11As 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.
- F2On 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.
- F3The 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.
- F4The 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.
- F5There is no reportable change since the last filing. This is a reiteration of holdings only.
- F6As 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.
- F7Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock.
- F8As 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.
- F9As 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.