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 *

MAY ALAN RICHARD
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, Chief People Officer
(Last)          (First)          (Middle)

C/O HEWLETT PACKARD ENTERPRISE COMPANY, 1701 E. MOSSY OAKS ROAD
3. Date of Earliest Transaction (MM/DD/YYYY)

3/7/2023
(Street)

SPRING, TX 77389
(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 3/7/2023  M  478226 A$10.48 952737 D  
Common Stock 3/7/2023  S  478226 D$15.1062 (1)474511 D  
Common Stock 3/7/2023  S  225000 D$15.1062 (1)249511 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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units  (2)1/13/2023  A   316.2748 (3)    (3) (3)Common Stock 316.2748  (3)46640.2748 D  
Restricted Stock Units  (2)1/13/2023  A   494.6626 (4)    (4) (4)Common Stock 494.6626  (4)70641.6626 D  
Restricted Stock Units  (2)1/13/2023  A   783.6693 (5)    (5) (5)Common Stock 783.6693  (5)108211.6693 D  
Employee Stock Option (right to buy) $10.48 3/7/2023  M     478226  6/22/2016 (6)6/22/2023 (7)Common Stock 478226 $0 0 D  

Explanation of Responses:
(1) The price in Column 4 is a weighted average price of $15.1062. The prices actually paid ranged from $15.00 to $15.2750. 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.
(2) Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock.
(3) As previously reported, on 12/10/20 the reporting person was granted 135,107 restricted stock units ("RSUs"), 45,035 of which vested on 12/10/21, 43,356 of which vested on 12/10/22, and 43,356 of which will vest on 12/10/23. 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 316.2748 dividend equivalent rights at $16.45 per RSU credited to the reporting person's account on 01/13/23.
(4) As previously reported, on 12/09/21 the reporting person was granted 105,657 RSUs, 35,219 of which vested on 12/09/22, and 33,905 of which will vest on each of 12/09/23 and 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 494.6626 dividend equivalent rights at $16.45 per RSU credited to the reporting person's account on 01/13/23.
(5) As previously reported, on 12/08/22 the reporting person was granted 107,428 RSUs, 35,809 of which will vest on each of 12/08/23 and 12/08/24, and 35,810 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 783.6693 dividend equivalent rights at $16.45 per RSU credited to the reporting person's account on 01/13/23.
(6) This option became exercisable beginning on this date.
(7) This option is no longer exercisable beginning on this date.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
MAY ALAN RICHARD
C/O HEWLETT PACKARD ENTERPRISE COMPANY
1701 E. MOSSY OAKS ROAD
SPRING, TX 77389


EVP, Chief People Officer

Signatures
Ki Hoon Kim as Attorney-in-Fact for Alan R. May3/9/2023
**Signature of Reporting PersonDate


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.
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