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    SEC Form 8-A12B filed by Hewlett Packard Enterprise Company

    9/13/24 4:56:16 PM ET
    $HPE
    Retail: Computer Software & Peripheral Equipment
    Technology
    Get the next $HPE alert in real time by email
    8-A12B 1 ef20035818_8a12b.htm 8-A12B
    As filed with the Securities and Exchange Commission on September 13, 2024

    UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549


    FORM 8-A


    FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
    PURSUANT TO SECTION 12(b) OR 12(g) OF
    THE SECURITIES EXCHANGE ACT OF 1934
     
    HEWLETT PACKARD ENTERPRISE COMPANY
    (Exact Name of Registrant as specified in its charter)


    Delaware
     
    47-3298624
    (State or other jurisdiction
    of incorporation)
     
    (I.RS. Employer
    Identification No.)

    1701 East Mossy Oaks Road, Spring, TX
     
    77389
    (Address of principal executive office)
     
    (Zip Code)

    Securities to be registered pursuant to Section 12(b) of the Act:
     
    Title of each class to be so registered
     
    Name of each exchange on which
    each class is to be registered
    7.625% Series C Mandatory Convertible Preferred Stock, par value $0.01 per share
     
    New York Stock Exchange
     

    If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. ☒
     
    If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. ☐
     
    Securities Act registration statement file number to which this form relates (if applicable): 333-276221
     
    Securities to be registered pursuant to Section 12(g) of the Act: None.
     


    Item 1.
    Description of Registrant’s Securities to be Registered.
     
    Hewlett Packard Enterprise Company (the “Registrant”) is filing this Form 8-A in connection with the registration of its 7.625% Series C Mandatory Convertible Preferred Stock, par value $0.01 per share, with a liquidation preference of $50.00 per share (the “Preferred Stock”), under the Securities Exchange Act of 1934, as amended. Descriptions of the Preferred Stock are contained in a prospectus dated December 22, 2023, constituting part of the Registrant’s registration statement on Form S-3ASR (File No. 333-276221),  relating to the Preferred Stock (the “Prospectus”), a preliminary supplement to the Prospectus dated September 9, 2024, as filed on September 9, 2024, and a final supplement to the Prospectus dated September 10, 2024, as filed on September 12, 2024, each pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Prospectus Supplement”). The descriptions of the Preferred Stock set forth under the headings “Description of Capital Stock” and “Description of Mandatory Convertible Preferred Stock,” respectively, in the Prospectus and Prospectus Supplement, are each incorporated herein by reference and made part of this registration statement in their entirety.
      
    Item 2.
    Exhibits.
     
    Exhibit
    Number
    Description
    3.1
    Restated Certificate of Incorporation of Hewlett Packard Enterprise Company (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed on April 12, 2024).
    3.2
    Second Amended and Restated Bylaws of Hewlett Packard Enterprise Company (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on September 28, 2023).
    3.3
    Certificate of Designations of 7.625% Series C Mandatory Convertible Preferred Stock of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on September 13, 2024).
    4.1
    Form of Global Security of the 7.625% Series C Mandatory Convertible Preferred Stock of the Registrant (included in Exhibit 3.3).

    -2-

    SIGNATURE
     
    Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
     
     
    HEWLETT PACKARD ENTERPRISE COMPANY
       
     
    By:
     /s/ David Antczak
     
     
    Name:
    David Antczak
     
    Title:
    Senior Vice President, General Counsel and Corporate Secretary
       
    Date:  September 13, 2024
       


    -3-

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