Registration No. 333-207671
Registration No. 333-217152

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________________________________________________________
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8 REGISTRATION STATEMENT No. 333-207671
FORM S-8 REGISTRATION STATEMENT No. 333-217152
UNDER
THE SECURITIES ACT OF 1933
______________________________________________________________________________
Hewlett Packard Enterprise Company
(Exact Name of Registrant as Specified in its Charter)
______________________________________________________________________________
Delaware
47-3298624
(State or Other Jurisdiction of
Incorporation or Organization)
(I.R.S. Employer
Identification No.)
11445 Compaq Center West Drive
Houston, TX 		77070
(Address of Principal Executive Offices)
(Zip Code)

Hewlett Packard Enterprise Company 2015 Stock Incentive Plan, as amended and restated
Hewlett Packard Enterprise Company 2021 Stock Incentive Plan
(Full Title of the Plans)
Rishi Varma
Senior Vice President, General Counsel and Corporate Secretary
Hewlett Packard Enterprise Company
11445 Compaq Center West Drive,
Houston, TX 77070
(650) 258-3418
(Name, Address, and Telephone Number, Including Area Code, of Agent for Service)
_____________________________________________________________________________
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer x
Accelerated filer o
Non-accelerated filer o (Do not check if a smaller reporting company)
Smaller reporting company o
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. o


Explanatory Note
Hewlett Packard Enterprise Company, a Delaware corporation (the “Company” or the “Registrant”), previously registered the offering of shares of common stock, par value $0.01 per share, of the Company (the “Common Stock”), pursuant to the Hewlett Packard Enterprise Company 2015 Stock Incentive Plan, as amended and restated (the “2015 Plan”). In connection with the 2015 Plan, the Registrant has previously filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-8 (Registration No. 333-207671) on October 29, 2015 and a registration on Form S-8 (Registration No. 333-217152) on April 5, 2017 (collectively, the “Prior Registration Statements”).

On April 14, 2021 (the “Approval Date”), the stockholders of the Company approved the Hewlett Packard Enterprise Company 2021 Stock Incentive Plan (the “2021 Plan”). The 2021 Plan provides: (i) for the issuance of 7,000,000 newly available shares of Common Stock (the “New Shares”); (ii) that no new awards may be granted under the 2015 Plan as of the Approval Date (although awards granted under the 2015 Plan prior to the Approval Date (“2015 Outstanding Awards”) will remain outstanding in accordance with their terms and those of the 2015 Plan); and (iii) that any shares that are available for grant under the 2015 Plan as of the Approval Date plus any shares subject to 2015 Outstanding Awards that are cash-settled, forfeited, terminated or lapse (including shares withheld or tendered to effect tax withholding on stock unit awards but excluding shares withheld or tendered for tax withholding on stock option or stock appreciation right awards) after the Approval Date (the “2015 Carryover Shares”) will become available for issuance pursuant to awards granted under the 2021 Plan.

Accordingly, we are filing this Post-Effective Amendment No. 1 to the Prior Registration Statements (the “Amended Registration Statement”), pursuant to the undertaking in Item 512(a)(1)(iii) of Regulation S-K, which requires the Company to disclose a material change in the plan of distribution as it was originally disclosed in the Prior Registration Statements, and Commission Compliance and Disclosure Interpretation 126.43, to reflect that, as of the Approval Date, the 2015 Carryover Shares may be issued under the 2021 Plan, a copy of which is incorporated herein by reference as an exhibit hereto along with a new opinion as the validity of the 2015 Carryover Shares issuable pursuant to the 2021 Plan. This Amended Registration Statement amends and supplements the items contained in the Prior Registration Statements, and no additional shares of Common Stock are being registered pursuant to the Amended Registration Statement. All other items of the Prior Registration Statement are incorporated herein by reference without change.

The Registrant is concurrently filing a separate registration statement on Form S-8 to register the New Shares for offer or sale pursuant to the 2021 Plan, excluding the 2015 Carryover Shares.


Part I
Information Required in the Section 10(A) Prospectus
The documents containing the information specified in Part I of Form S-8 are not required to be filed with the Commission either as part of this Registration Statement or as a prospectus or prospectus supplements pursuant to the Note to Part I of Form S-8 and Rule 424 under the Securities Act.



Part II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference.
The Registrant hereby incorporates by reference into this Registration Statement the following documents previously filed by the Registrant with the Commission:



(a) The Registrant’s Annual Report on Form 10-K for the fiscal year ended October 31, 2020 filed with the Commission on December 12, 2020 pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”);

(b) The Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended January 31, 2021, filed with the Commission on March 4, 2021;

    (c) The Registrant’s Current Reports on Form 8-K filed with the Commission on November 3, 2020, December 1, 2020 (excluding the portion furnished under Item 2.02 and 9.01), January 14, 2021, March 2, 2021 (excluding the portion furnished under Item 2.02 and 9.01), March 17, 2021, April 19, 2021; and

(d) The description of the Common Stock contained in the Registrant’s Form 10-K for the fiscal year ended October 31, 2020 filed with the Commission on December 12, 2020.

All reports and definitive proxy or information statements filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the filing of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which de-registers all securities then remaining unsold shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing such documents, except as to specific sections of such statements as set forth therein. Unless expressly incorporated into this Registration Statement, a report furnished on Form 8-K prior or subsequent to the date hereof shall not be incorporated by reference into this Registration Statement. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement.

Item 4. Description of Securities.
Not applicable.

Item 5. Interests of Named Experts and Counsel.
Rishi Varma, Senior Vice President, General Counsel and Corporate Secretary of the Registrant, will pass upon the validity of the issuance of the shares of Common Stock offered by this Registration Statement. Mr. Varma is an officer and employee of the Registrant and holds restricted stock units granted by the Registrant.

Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law (the “DGCL”) authorizes corporations to limit or eliminate the personal liability of directors to corporations and their stockholders in certain situations for monetary damages for breaches of directors’ fiduciary duties as directors in the circumstances therein provided and the Registrant’s amended and restated certificate of incorporation includes such an exculpation provision. The Registrant’s amended and restated certificate of incorporation and amended and restated bylaws include provisions that indemnify directors or officers, to the fullest extent allowable under the DGCL, for monetary damages for actions taken as a director or officer of the Registrant or any predecessor of the Registrant, or for serving at the Registrant’s request or the request of any predecessor of the Registrant as a director or officer or another position at another corporation or enterprise, as the case may be. Article VIII of the Registrant’s amended and restated certificate of incorporation includes such an indemnification provision. The Registrant’s amended and restated bylaws also provide that the Registrant must indemnify and advance reasonable expenses to its directors and officers, subject to its receipt of an undertaking from the indemnified party as may be required under the DGCL. The Registrant’s amended and restated bylaws expressly authorize the Registrant to carry directors’ and officers’ insurance to protect the Registrant, its directors, officers, agents and employees for certain liabilities.



The foregoing description is intended as a summary only and is qualified in its entirety by reference to the Registrant’s amended and restated certificate of incorporation, amended and restated bylaws and the DGCL.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.
The following exhibits are filed as part of this Registration Statement.
Exhibit Number
Description of Exhibit
4.1
4.2
4.3
4.4
*5.1
*23.1
*23.2
*24
* Filed herewith.

Item 9. Undertakings.

(a) The Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this     Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and



(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement;

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.




Signatures

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on May 6, 2021.

HEWLETT PACKARD ENTERPRISE COMPANY
By: /s/ Rishi Varma
Name: Rishi Varma
Title: Senior Vice President, General Counsel and Corporate Secretary



KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints each of Tarek Robbiati and Rishi Varma as his or her true and lawful agent, proxy and attorney-in-fact, each acting alone with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to (i) act on, sign and file with the Securities and Exchange Commission any and all amendments and supplements (including post-effective amendments) to this Registration Statement on Form S-8 together with all schedules and exhibits thereto, (ii) act on, sign and file such certificates, instruments, agreements and other documents as may be necessary or appropriate in connection therewith, and (iii) take any and all actions which may be necessary or appropriate in connection therewith, granting unto such agents, proxies and attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing necessary or appropriate to be done, as fully for all intents and purposes as he or she might or could do in person, hereby approving, ratifying and confirming that all such agents, proxies and attorneys-in-fact, any of them or any of his or her or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

To effect the above, each of the undersigned has executed this Power of Attorney as of the date indicated beside each name.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and as of the dates indicated.

Signature
Date
/s/ Antonio F. Neri
Antonio F. Neri
President, Chief Executive Officer and Director (Principal Executive Officer)
May 6, 2021
/s/ Tarek Robbiati
Tarek Robbiati
Executive Vice President and Chief Financial Officer (Principal Financial Officer)
May 6, 2021
/s/ Jeff T. Ricci
Jeff T. Ricci
Senior Vice President and Controller (Principal Accounting Officer)
May 6, 2021
/s/ Patricia F. Russo
Patricia F. Russo
Chair
May 6, 2021
/s/ Daniel Ammann
Daniel Ammann
Director
May 6, 2021
/s/ Pamela L. Carter
Pamela L. Carter
Director
May 6, 2021


/s/ Jean M. Hobby
 Jean M. Hobby
Director
May 6, 2021
/s/ George Kurtz
George Kurtz
Director
May 6, 2021
/s/ Raymond J. Lane
Raymond J. Lane
Director
May 6, 2021
/s/ Ann M. Livermore
Ann M. Livermore
Director
May 6, 2021
/s/Charles H. Noski
Charles H. Noski
Director
May 6, 2021
/s/ Raymond E. Ozzie
Raymond E. Ozzie
Director
May 6, 2021
/s/ Gary M. Reiner
Gary M. Reiner
Director
May 6, 2021
/s/ Mary Agnes Wilderotter
Mary Agnes Wilderotter
Director
May 6, 2021


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