Download Hewlett Packard Enterprise Co (Form: 8-K, Received: 03

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________________
FORM 8-K
_______________________________
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
March 17, 2017
Date of Report (Date of Earliest Event Reported)
_______________________________
HEWLETT PACKARD ENTERPRISE
COMPANY
(Exact name of registrant as specified in its charter)
_______________________________
DELAWARE
001-37483
47-3298624
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
3000 HANOVER STREET,
PALO ALTO, CA
94304
(Address of Principal Executive Offices)
(Zip Code)
(650) 687-5817
(Registrant’s telephone number, including area code)
_______________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 3.02. Unregistered Sales of Equity Securities.
The information set forth in Item 5.03 below is incorporated herein by reference. The Preferred Shares (defined below) were issued in
reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On March 17, 2017, Hewlett Packard Enterprise Company (the “ Company ”) filed with the Secretary of State of the State of Delaware
(i) a Certificate of Designation of Series A Junior Participating Redeemable Preferred Stock (the “ Series A Certificate of Designation ”) and
(ii) a Certificate of Designation of Series B Junior Participating Redeemable Preferred Stock (the “ Series B Certificate of Designation ” and
together with the Series A Certificate of Designation, the “ Certificates of Designation ”). Each Certificate of Designation was adopted by
resolution of the Company’s Board of Directors pursuant to the Certificate of Incorporation of the Company, as amended (the “ Charter ”),
which vests in the Company’s Board of Directors the authority to provide for the authorization and issuance of one or more series of preferred
stock of the Company within the limitations and restrictions set forth in the Charter.
In connection with (i) the previously announced separation of the Company’s enterprise services business (the “ Enterprise Services
Separation ”) and combination thereof with Computer Sciences Corporation, and (ii) the previously announced separation of the Company’s
software business (the “ Software Separation ”) and combination thereof with Micro Focus International plc, on March 17, 2017, the Company
issued (a) 1,275,431 shares of Series A Junior Participating Redeemable Preferred Stock (the “ Series A Preferred Shares ”) to a wholly owned
subsidiary of the Company, in exchange for 127,543,113 shares of Company common stock held by such subsidiary (the “ Series A Exchange
”) and (b) 550,409 shares of Series B Junior Participating Redeemable Preferred Stock (the “ Series B Preferred Shares ” and together with the
Series A Preferred Shares, the “ Preferred Shares ”) to another wholly owned subsidiary of the Company, in exchange for 55,040,907 shares of
Company common stock held by such subsidiary (the “ Series B Exchange ”). The Series A Exchange and the Series B Exchange are intended
to ensure that such subsidiaries of the Company do not receive (x) shares of common stock, par value $0.01 per share, of Everett SpinCo, Inc.
(the subsidiary of the Company that will hold the Company’s enterprise services business upon the completion of the Enterprise Services
Separation) in the Enterprise Services Separation, or (y) shares of Class A common stock, par value $0.01 per share, of Seattle SpinCo, Inc.
(the subsidiary of the Company that will hold the Company’s software business upon the completion of the Software Separation) in the
Software Separation.
The Series A Preferred Shares are redeemable, at the option of the Company, for shares of Company common stock at the redemption
rate set forth in the Series A Certificate of Designation, except that at the effective time of the Software Separation, the Series A Preferred
Shares will automatically be redeemed for shares of Class B common stock, par value $0.01 per share, of Seattle SpinCo, Inc., at the
redemption rate set forth in the Series A Certificate of Designation. The Series B Preferred Shares are redeemable, at the option of the
Company, for shares of Company common stock at the redemption rate set forth in the Series B Certificate of Designation. The Series A
Preferred Shares and the Series B Preferred Shares have such other powers, privileges, preferences and relative participating, optional or other
rights, and the qualifications, limitations or restrictions thereof, as are set forth in the Series A Certificate of Designation and the Series B
Certificate of Designation, respectively. The Series A Certificate of Designation and the Series B Certificate of Designation are attached hereto
as Exhibit 3.1 and Exhibit 3.2, respectively, and are incorporated herein by reference, and the foregoing summary of the Series A Preferred
Shares and the Series B Preferred Shares is qualified in its entirety by reference thereto.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits . See Exhibit Index.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this current report to be signed on its
behalf by the undersigned thereunto duly authorized.
HEWLETT PACKARD ENTERPRISE COMPANY
(Registrant)
Date: March 20, 2017
By: /s/ RISHI VARMA
Name: Rishi Varma
Title: Senior Vice President, Deputy General Counsel and Assistant
Secretary
EXHIBIT INDEX
Exhibit
No.
3.1
3.2
Description
Certificate of Designation of Series A Junior Participating Redeemable Preferred Stock
Certificate of Designation of Series B Junior Participating Redeemable Preferred Stock
CERTIFICATE OF DESIGNATION
OF
SERIES A JUNIOR PARTICIPATING REDEEMABLE PREFERRED STOCK
OF
HEWLETT PACKARD ENTERPRISE COMPANY
Pursuant to Section 151 of the
General Corporation Law of the State of Delaware
The following resolutions were duly adopted by the Board of Directors (the “ Board of Directors ”) of Hewlett
Packard Enterprise Company, a Delaware corporation (the “ Corporation ”), pursuant to the provisions of Section 151
of the General Corporation Law of the State of Delaware:
WHEREAS, the Corporation has entered into an exchange agreement (the “ Exchange Agreement ”) with
Hewlett-Packard Software, LLC (the “ Affiliate ”), pursuant to which the Corporation has agreed to issue to the
Affiliate shares of a series of preferred stock of the Corporation having the powers, preferences and relative
participating, optional or other special rights set forth herein, in exchange for the shares of common stock of the
Corporation, par value $0.01 per share (the “ Common Stock ”), held by the Affiliate;
WHEREAS, the Corporation, Everett SpinCo, Inc. (“ Everett ”) and the other parties thereto have entered into a
Separation and Distribution Agreement, dated as of May 24, 2016 (the “ Everett SDA ”);
WHEREAS, the Corporation, Seattle SpinCo, Inc. (“ Seattle ”) and the other parties thereto have entered into a
Separation and Distribution Agreement, dated as of September 7, 2016 (the “ Seattle SDA ”);
WHEREAS, the Board of Directors is authorized, subject to limitations prescribed by law and the provisions of
the Certificate of Incorporation of the Corporation, as amended (the “ Charter ”), by resolution to provide for the
issuance of shares of preferred stock of the Corporation in one or more series, and to establish from time to time the
number of shares to be included in each such series, and to fix the designation, powers, privileges, preferences, and
relative participating, optional or other rights, if any, of the shares of each such series and the qualifications, limitations
or restrictions thereof;
WHEREAS, the Board of Directors has determined that it is in the best interests of the Corporation and its
stockholders to designate a new series of preferred stock of the Corporation; and
WHEREAS, it is the desire of the Board of Directors, pursuant to its authority as aforesaid, to establish and fix
the terms of a series of preferred stock of the Corporation and the number of shares constituting such series.
NOW, THEREFORE, BE IT RESOLVED, that, pursuant to Article IV of the Charter (which authorizes
300,000,000 shares of Preferred Stock, par value $0.01 per share (the “ Preferred Stock ”)) and the authority conferred
on the Board of Directors, the Board of Directors hereby fixes the designation, powers, privileges, preferences, and
relative participating, optional or other rights, and the qualifications, limitations or restrictions thereof, of a new series
of Preferred Stock; and be it further
RESOLVED, that each share of such new series of Preferred Stock shall rank equally in all respects with each
other share of such series and shall be subject to the following provisions:
Section 1. Designation and Number . The Board of Directors hereby designates a series of preferred
stock of the Corporation entitled the “Series A Junior Participating Redeemable Preferred Stock” (the “ Series A
Junior Participating Redeemable Preferred Stock ”). The total number of Series A Junior Participating
Redeemable Preferred Stock that may be issued pursuant to this Certificate shall be 1,275,431 , but such Series
A Junior Participating Redeemable Preferred Stock shall only be issuable pursuant to the Exchange Agreement.
Section 2. Ranking . The Series A Junior Participating Redeemable Preferred Stock shall, with respect to
the payment of distributions of the Corporation and rights upon the dissolution, liquidation or winding-up of the
Corporation, subject to Section 3 of this Certificate, rank: (i) pari passu to the Series B Junior Participating
Redeemable Preferred Stock of the Corporation and junior to any other series of Preferred Stock (unless the
terms of such other series of Preferred Stock expressly state otherwise) and (ii) pari passu with the Common
Stock.
Section 3. Distributions; Liquidation Rights . Each holder of a share of Series A Junior Participating
Redeemable Preferred Stock shall be entitled to receive, on a pari passu basis, any distributions payable to a
holder of one share of Common Stock, multiplied by the Redemption Rate then in effect; provided that no share
of Series A Junior Participating Redeemable Preferred Stock shall be entitled to receive any distribution by the
Corporation of: (i) shares of common stock, par value $0.01 per share, of Everett; or (ii) shares of Class A
common stock, par value $0.01 per share, of Seattle.
Section 4. Maturity . The Series A Junior Participating Redeemable Preferred Stock shall be perpetual.
Section 5. Redemption .
(a)
Optional Redemption . Prior to the Record Date for the Distribution (as such terms are defined in
the Seattle SDA), the Corporation may, at its option and without further notice required, redeem at any time all
(but not less than all) of the Series A Junior Participating Redeemable Preferred Stock at the Redemption Rate
(as defined below); provided that the Corporation may at its option deliver cash in lieu of any fractional shares
of Common Stock to which a holder of shares of Series A Junior Participating Redeemable Preferred Stock
would otherwise be entitled. “ Redemption Rate ” shall
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mean, for each share of Series A Junior Participating Redeemable Preferred Stock, 100 shares of Common
Stock; provided that from and after the Distribution Time (as defined in the Everett SDA), “Redemption Rate”
shall mean, for each share of Series A Junior Participating Redeemable Preferred Stock, a number of shares of
Common Stock having a value (determined based on the average of the high and low “ex-distribution” trading
price of Common Stock trading under the symbol “HPE WI” on the New York Stock Exchange on the Trading
Day (as defined below) that immediately precedes the Distribution Date (as defined in the Everett SDA)) equal
to (x) 100 multiplied by (y) the value of one share of Common Stock (determined based on the average of the
high and low “regular way” trading price of Common Stock trading under the symbol “HPE” on the New York
Stock Exchange on the Trading Day that immediately precedes the Distribution Date (as defined in the Everett
SDA)).
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(b)
Mandatory Redemption . At the Distribution Time (as defined in the Seattle SDA), each share of
the Series A Junior Participating Redeemable Preferred Stock shall, without any further action on the part of the
Corporation or any holder thereof, be redeemed for a number of shares of Class B common stock, par value
$0.01 per share, of Seattle (“ Seattle Class B Common Stock ”) having a value (determined based on the (i)
Exchange Ratio (as defined in the Merger Agreement (as defined in the Seattle SDA)) multiplied by (ii) the
average of the high and low trading price of the ordinary shares of £0.10 each in the capital of Micro Focus
International plc (“ Micro Focus Common Stock ”) trading under the symbol “MCRO” on the London Stock
Exchange on the Trading Day that immediately precedes the Distribution Date (as defined in the Seattle SDA))
equal to (x) the Redemption Rate in effect as of the Distribution Time (as defined in the Seattle SDA) multiplied
by (y) the value of one share of Common Stock (determined based on the average of the high and low “regular
way” trading price of Common Stock trading under the symbol “HPE” on the New York Stock Exchange on the
Trading Day that immediately precedes the Distribution Date (as defined in the Seattle SDA)); provided that the
Corporation may at its option deliver cash in lieu of any fractional shares of Seattle Class B Common Stock to
which a holder of shares of Series A Junior Participating Redeemable Preferred Stock would otherwise be
entitled.
(c)
Except as provided in this Section 5, the Series A Junior Participating Redeemable Preferred
Stock is not convertible into or redeemable for any other property or securities of the Corporation, Everett or
Seattle.
(d)
Shares of Series A Junior Participating Redeemable Preferred Stock that have been issued and
redeemed or reacquired in any manner shall (upon compliance with any applicable provisions of the laws of
Delaware) have the status of authorized but unissued shares of Preferred Stock undesignated as to series, and
may be designated or re-designated and issued or reissued, as the case may be, as part of any series of Preferred
Stock; provided that any issuance of such shares as Series A Junior Participating Redeemable Preferred Stock
must be in compliance with the terms hereof.
(e)
“ Trading Day ” shall mean a day on which shares of Common Stock or Micro Focus Common
Stock, as applicable are traded on the New York Stock Exchange and the London Stock Exchange, respectively.
Section 6. Voting Rights .
(a)
Each share of Series A Junior Participating Redeemable Preferred Stock shall entitle the holder
thereof to a number of votes equal to the Redemption Rate then in effect on all matters submitted to a vote of
the stockholders of the Corporation; provided that while these shares are held by a subsidiary of the
Corporation, they will not be entitled to any voting rights except as hereinafter provided in this Section 6, as
otherwise provided in the Charter or as otherwise required by law.
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(b)
The affirmative consent or approval of holders of any materially and disproportionately adversely
affected outstanding shares of Series A Junior Participating Redeemable Preferred Stock shall be required to
alter, repeal or amend any provisions of the Charter or this Certificate, whether by merger, consolidation,
combination, reclassification or otherwise (an “ Event ”), if the alteration, repeal or amendment would
materially and disproportionately adversely affect the rights, powers or preferences of the holders of shares of
Series A Junior Participating Redeemable Preferred Stock; provided , however , that (i) an Event will not be
deemed to materially and disproportionately adversely affect such rights, powers or preferences, in each such
case where each share of Series A Junior Participating Redeemable Preferred Stock remains outstanding
without a material change to its terms and rights or is converted into or exchanged for preferred stock of the
surviving entity having preferences and other rights, privileges, voting powers, restrictions, limitations and
terms or conditions of redemption thereof identical in all material respects to that of a share of Series A Junior
Participating Redeemable Preferred Stock; (ii) the creation, or increase in the authorized number of shares, of
Common Stock or Preferred Stock of any kind will not be deemed to materially and disproportionately
adversely affect such rights, powers or preferences; and (iii) neither the Distribution (as defined in the Everett
SDA) nor the Distribution (as defined in the Seattle SDA) will be deemed to materially and disproportionately
adversely affect such rights, powers or preferences.
5
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be signed in its name and on its behalf
by its Senior Vice President, Deputy General Counsel and Assistant Secretary on March 17, 2017.
HEWLETT PACKARD ENTERPRISE COMPANY
By: /s/ Rishi Varma
Name: Rishi Varma
Title: Senior Vice President, Deputy General Counsel and Assistant
Secretary
[Signature Page to Certificate of Designation of
Series A Junior Participating Redeemable Preferred Stock]
CERTIFICATE OF DESIGNATION
OF
SERIES B JUNIOR PARTICIPATING REDEEMABLE PREFERRED STOCK
OF
HEWLETT PACKARD ENTERPRISE COMPANY
Pursuant to Section 151 of the
General Corporation Law of the State of Delaware
The following resolutions were duly adopted by the Board of Directors (the “ Board of Directors ”) of Hewlett
Packard Enterprise Company, a Delaware corporation (the “ Corporation ”), pursuant to the provisions of Section 151
of the General Corporation Law of the State of Delaware:
WHEREAS, the Corporation has entered into an exchange agreement (the “ Exchange Agreement ”) with
Aruba Networks, Inc. (the “ Affiliate ”), pursuant to which the Corporation has agreed to issue to the Affiliate shares of
a series of preferred stock of the Corporation having the powers, preferences and relative participating, optional or
other special rights set forth herein, in exchange for the shares of common stock of the Corporation, par value $0.01 per
share (the “ Common Stock ”), held by the Affiliate;
WHEREAS, the Corporation, Everett SpinCo, Inc. (“ Everett ”) and the other parties thereto have entered into a
Separation and Distribution Agreement, dated as of May 24, 2016 (the “ Everett SDA ”);
WHEREAS, the Corporation, Seattle SpinCo, Inc. (“ Seattle ”) and the other parties thereto have entered into a
Separation and Distribution Agreement, dated as of September 7, 2016 (the “ Seattle SDA ”);
WHEREAS, the Board of Directors is authorized, subject to limitations prescribed by law and the provisions of
the Certificate of Incorporation of the Corporation, as amended (the “ Charter ”), by resolution to provide for the
issuance of shares of preferred stock of the Corporation in one or more series, and to establish from time to time the
number of shares to be included in each such series, and to fix the designation, powers, privileges, preferences, and
relative participating, optional or other rights, if any, of the shares of each such series and the qualifications, limitations
or restrictions thereof;
WHEREAS, the Board of Directors has determined that it is in the best interests of the Corporation and its
stockholders to designate a new series of preferred stock of the Corporation; and
WHEREAS, it is the desire of the Board of Directors, pursuant to its authority as aforesaid, to establish and fix
the terms of a series of preferred stock of the Corporation and the number of shares constituting such series.
NOW, THEREFORE, BE IT RESOLVED, that, pursuant to Article IV of the Charter (which authorizes
300,000,000 shares of Preferred Stock, par value $0.01 per share (the “ Preferred Stock ”)) and the authority conferred
on the Board of Directors, the Board of Directors hereby fixes the designation, powers, privileges, preferences, and
relative participating, optional or other rights, and the qualifications, limitations or restrictions thereof, of a new series
of Preferred Stock; and be it further
RESOLVED, that each share of such new series of Preferred Stock shall rank equally in all respects with each
other share of such series and shall be subject to the following provisions:
Section 1. Designation and Number . The Board of Directors hereby designates a series of preferred
stock of the Corporation entitled the “Series B Junior Participating Redeemable Preferred Stock” (the “ Series B
Junior Participating Redeemable Preferred Stock ”). The total number of Series B Junior Participating
Redeemable Preferred Stock that may be issued pursuant to this Certificate shall be 550,409, but such Series B
Junior Participating Redeemable Preferred Stock shall only be issuable pursuant to the Exchange Agreement.
Section 2. Ranking . The Series B Junior Participating Redeemable Preferred Stock shall, with respect to
the payment of distributions of the Corporation and rights upon the dissolution, liquidation or winding-up of the
Corporation, subject to Section 3 of this Certificate, rank: (i) pari passu to the Series A Junior Participating
Redeemable Preferred Stock of the Corporation and junior to any other series of Preferred Stock (unless the
terms of such other series of Preferred Stock expressly state otherwise) and (ii) pari passu with the Common
Stock.
Section 3. Distributions; Liquidation Rights . Each holder of a share of Series B Junior Participating
Redeemable Preferred Stock shall be entitled to receive, on a pari passu basis, any distributions payable to a
holder of one share of Common Stock, multiplied by the Redemption Rate then in effect; provided that no share
of Series B Junior Participating Redeemable Preferred Stock shall be entitled to receive any distribution by the
Corporation of: (i) shares of common stock, par value $0.01 per share, of Everett; or (ii) shares of Class A
common stock, par value $0.01 per share, of Seattle.
Section 4. Maturity . The Series B Junior Participating Redeemable Preferred Stock shall be perpetual.
Section 5. Redemption .
(a)
Optional Redemption . The Corporation may, at its option and without further notice required,
redeem at any time all (but not less than all) of the Series B Junior Participating Redeemable Preferred Stock at
the Redemption Rate (as defined below); provided that the Corporation may at its option deliver cash in lieu of
any fractional shares of Common Stock to which a holder of shares of Series B Junior Participating Redeemable
Preferred Stock would otherwise be entitled. “ Redemption Rate ” shall mean, for each share of Series B Junior
Participating Redeemable Preferred Stock, 100 shares of Common Stock; provided that (i) from and after the
Distribution Time (as defined in the Everett SDA) and until the Distribution Time (as defined in the Seattle
SDA), “Redemption Rate” shall mean, for each share of Series B Junior Participating Redeemable Preferred
Stock, a number of shares of Common Stock having a value (determined based on the average of the high and
low “ex-distribution” trading price of Common Stock trading under the symbol “HPE WI” on the New York
Stock Exchange on the Trading Day (as defined below) that immediately precedes the Distribution Date (as
defined in the Everett SDA)) equal to (x) 100 multiplied by (y) the value of one share of Common Stock
(determined based on the average of the high and low “regular way” trading price of Common Stock trading
under the symbol “HPE” on the New York Stock Exchange on the Trading Day that immediately precedes the
Distribution Date (as defined in the Everett SDA)); and (ii) from and after the Distribution Time (as defined in
the Seattle SDA), “Redemption Rate” shall mean, for each share of Series B Junior Participating Redeemable
Preferred Stock, a number of shares of Common Stock having a value (determined based on the average of the
high and low “ex-distribution” trading price of Common Stock trading under the symbol “HPE WI” on the New
York Stock Exchange on the Trading Day that immediately precedes the Distribution Date (as defined in the
Seattle SDA)) equal to (x) the Redemption Rate in effect as of immediately prior to the Distribution Time (as
defined in the Seattle SDA) multiplied by (y) the value of one share of Common Stock (determined based on the
average of the high and low “regular way” trading price of Common Stock trading under the symbol “HPE” on
the New York Stock Exchange on the Trading Day that immediately precedes the Distribution Date (as defined
in the Seattle SDA)).
(b)
Except as provided in this Section 5, the Series B Junior Participating Redeemable Preferred
Stock is not convertible into or redeemable for any other property or securities of the Corporation, Everett or
Seattle.
(c)
Shares of Series B Junior Participating Redeemable Preferred Stock that have been issued and
redeemed or reacquired in any manner shall (upon compliance with any applicable provisions of the laws of
Delaware) have the status of authorized but unissued shares of Preferred Stock undesignated as to series, and
may be designated or re-designated and issued or reissued, as the case may be, as part of any series of Preferred
Stock; provided that any issuance of such shares as Series B Junior Participating Redeemable Preferred Stock
must be in compliance with the terms hereof.
(d)
“ Trading Day ” shall mean a day on which shares of Common Stock are traded on the New York
Stock Exchange.
Section 6. Voting Rights .
(a)
Each share of Series B Junior Participating Redeemable Preferred Stock shall entitle the holder
thereof to a number of votes equal to the Redemption Rate then in effect on all matters submitted to a vote of
the stockholders of the Corporation; provided that while these shares are held by a subsidiary of the
Corporation, they will not be entitled to any voting rights except as hereinafter provided in this Section 6, as
otherwise provided in the Charter or as otherwise required by law.
(b)
The affirmative consent or approval of holders of any materially and disproportionately adversely
affected outstanding shares of Series B Junior Participating Redeemable Preferred Stock shall be required to
alter, repeal or amend any provisions of the Charter or this Certificate, whether by merger, consolidation,
combination, reclassification or otherwise (an “ Event ”), if the alteration, repeal or amendment would
materially and disproportionately adversely affect the rights, powers or preferences of the holders of shares of
Series B Junior Participating Redeemable Preferred Stock; provided , however , that (i) an Event will not be
deemed to materially and disproportionately adversely affect such rights, powers or preferences, in each such
case where each share of Series B Junior Participating Redeemable Preferred Stock remains outstanding without
a material change to its terms and rights or is converted into or exchanged for preferred stock of the surviving
entity having preferences and other rights, privileges, voting powers, restrictions, limitations and terms or
conditions of redemption thereof identical in all material respects to that of a share of Series B Junior
Participating Redeemable Preferred Stock; (ii) the creation, or increase in the authorized number of shares, of
Common Stock or Preferred Stock of any kind will not be deemed to materially and disproportionately
adversely affect such rights, powers or preferences; and (iii) neither the Distribution (as defined in the Everett
SDA) nor the Distribution (as defined in the Seattle SDA) will be deemed to materially and disproportionately
adversely affect such rights, powers or preferences.
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be signed in its name and on its behalf
by its Senior Vice President, Deputy General Counsel and Assistant Secretary on March 17, 2017.
HEWLETT PACKARD ENTERPRISE COMPANY
By: /s/ Rishi Varma
Name: Rishi Varma
Title: Senior Vice President, Deputy General Counsel and Assistant
Secretary