Securities Registration: Employee Benefit Plan

Registration No. 333-[_______]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________________________________________

FORM S-8

REGISTRATION STATEMENT

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	(I.R.S. Employer
Incorporation or Organization)	Identification No.)
6280 America Center Dr	95002
San Jose, CA
(Address of Principal Executive Offices)	(Zip Code)

CRAY INC. AMENDED AND RESTATED 2013 EQUITY INCENTIVE PLAN

(Full Title of the Plan)

Rishi Varma

Senior Vice President, General Counsel and Assistant Secretary

Hewlett Packard Enterprise Company

6280 America Center Drive,

San Jose, CA [phone]

(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

CALCULATION OF REGISTRATION FEE

	Amount	Proposed	Proposed
	maximum	maximum
	to be
Title of Securities	offering price	aggregate	Amount of
to be Registered	registered(1)	per share	offering price	registration fee
In respect of assumed stock options: Common Stock, par value $0.01 per share	104,296(2)	$10.99(3)	$1,146,453.84(3)	$148.81(3)
In respect of assumed restricted stock units: Common Stock, par value $0.01 per share	1,934,107(4)	$14.43(5)	$27,909,164.01(5)	$3,622.61(5)

1. This Registration Statement on Form S-8 shall also cover any additional shares of the Registrant's common stock, par value $0.01 per share ("Common Stock"), that become issuable in respect of the securities identified in the above table by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant's receipt of consideration which results in an increase in the number of the outstanding shares of Common Stock.
2. Represents shares of Common Stock issuable pursuant to stock options outstanding immediately prior to the effective time (the "Effective Time") of the merger of Canopy Merger Sub, Inc., a Washington corporation ("Merger Sub"), with and into Cray Inc., a Washington corporation ("Cray"), under the Cray Amended and Restated 2013 Equity Incentive Plan (the "2013 Plan") and assumed by the Registrant on September 25, 2019, pursuant to that certain Agreement and Plan of Merger dated as of May 16, 2019 (the "Merger Agreement"), by and among the Registrant, Merger Sub and Cray.
3. Calculated solely for the purpose of determining the registration fee pursuant to Rule 457(h) under the Securities Act of 1933, as amended (the "Securities Act"), based upon the weighted average exercise per share of the outstanding assumed stock options.
4. Represents shares of Common Stock issuable pursuant to restricted stock units outstanding immediately prior to the Effective Time under the Plan and assumed by the Registrant on September 25, 2019 pursuant to the Merger Agreement.
5. Calculated solely for purposes of determining the registration fee pursuant to Rule 457(c) and (h) under the Securities Act, based upon the average of the high and low trading prices of the Registrant's common stock on the New York Stock Exchange on September 25, 2019.

Part I

Information Required in the Section 10(A) Prospectus

Item 1. Plan Information

Not required to be filed as part of this Registration Statement pursuant to the Note to Part I of Form S-8.

Item 2. Registrant Information and Employee Plan Annual Information

The prospectus containing information required by Part I of Form S-8 and related to this Registration Statement is omitted from this Registration Statement in accordance with the note to Part I of Form S-8.

The documents containing the information specified in Part I will be sent or given to employees as specified by Rule 428(b)(1) under the Securities Act. In accordance with the rules and regulations of the Securities and Exchange Commission (the "Commission"), such documents are not being filed with the Commission as part of this Registration Statement.

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:

1. The Registrant's Annual Report on Form 10-K for the fiscal year ended October 31, 2018 filed with the Commission on December 12, 2018 pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act");

1. The Registrant's Quarterly Reports on Form 10-Q for the fiscal quarters ended January 1, 2019, filed with the Commission on March 5, 2019, April 30, 2019, filed with the Commission on May 31, 2019, and July 31, 2019, filed with the Commission on August 30, 2019;
2. The Registrant's Current Reports on Form 8-K filed with the Commission on November 20, 2018, January 31, 2019, April 9, 2019, May 17, 2019 (excluding the portion furnished under Item 7.01), June 24, 2019, August 20, 2019, August 20, 2019, September 6, 2019 and September 25, 2019; and
3. The description of the Common Stock contained in the Registrant's registration statement on Form 10 (File No. 001-37483) filed by the Registrant on July 1, 2015, as amended
   .

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 deregisters 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 Assistant 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.

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.