Form: 4

Statement of changes in beneficial ownership of securities

November 17, 2023

SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP


Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
THOMA BRAVO UGP, LLC

(Last) (First) (Middle)
C/O THOMA BRAVO, L.P.
110 N. WACKER DRIVE, 32ND FLOOR

(Street)
CHICAGO IL 60606

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Dynatrace, Inc. [ DT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/15/2023
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 11/15/2023 S 10,000,000 D $50 31,857,273(1) I(2) See footnote(2)
Common Stock 11/15/2023 J(3) 2,576,137 D (3) 31,857,273(1) I(2) See footnote(2)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. 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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
THOMA BRAVO UGP, LLC

(Last) (First) (Middle)
C/O THOMA BRAVO, L.P.
110 N. WACKER DRIVE, 32ND FLOOR

(Street)
CHICAGO IL 60606

(City) (State) (Zip)
1. Name and Address of Reporting Person*
THOMA BRAVO PARTNERS X, L.P.

(Last) (First) (Middle)
C/O THOMA BRAVO, L.P.
110 N. WACKER DRIVE, 32ND FLOOR

(Street)
CHICAGO IL 60606

(City) (State) (Zip)
1. Name and Address of Reporting Person*
THOMA BRAVO PARTNERS XI, L.P.

(Last) (First) (Middle)
C/O THOMA BRAVO, L.P.
110 N. WACKER DRIVE, 32ND FLOOR

(Street)
CHICAGO IL 60606

(City) (State) (Zip)
1. Name and Address of Reporting Person*
THOMA BRAVO FUND X, L.P.

(Last) (First) (Middle)
C/O THOMA BRAVO, L.P.
110 N. WACKER DRIVE, 32ND FLOOR

(Street)
CHICAGO IL 60606

(City) (State) (Zip)
1. Name and Address of Reporting Person*
THOMA BRAVO FUND X-A, L.P.

(Last) (First) (Middle)
C/O THOMA BRAVO, L.P.
110 N. WACKER DRIVE, 32ND FLOOR

(Street)
CHICAGO IL 60606

(City) (State) (Zip)
1. Name and Address of Reporting Person*
THOMA BRAVO SPECIAL OPPORTUNITIES FUND I, L.P.

(Last) (First) (Middle)
C/O THOMA BRAVO, L.P.
110 N. WACKER DRIVE, 32ND FLOOR

(Street)
CHICAGO IL 60606

(City) (State) (Zip)
1. Name and Address of Reporting Person*
THOMA BRAVO SPECIAL OPPORTUNITIES FUND I AIV, L.P.

(Last) (First) (Middle)
C/O THOMA BRAVO, L.P.
110 N. WACKER DRIVE, 32ND FLOOR

(Street)
CHICAGO IL 60606

(City) (State) (Zip)
1. Name and Address of Reporting Person*
THOMA BRAVO FUND XI, L.P.

(Last) (First) (Middle)
C/O THOMA BRAVO, L.P.
110 N. WACKER DRIVE, 32ND FLOOR

(Street)
CHICAGO IL 60606

(City) (State) (Zip)
1. Name and Address of Reporting Person*
THOMA BRAVO FUND XI-A, L.P.

(Last) (First) (Middle)
C/O THOMA BRAVO, L.P.
110 N. WACKER DRIVE, 32ND FLOOR

(Street)
CHICAGO IL 60606

(City) (State) (Zip)
1. Name and Address of Reporting Person*
THOMA BRAVO EXECUTIVE FUND XI, L.P.

(Last) (First) (Middle)
C/O THOMA BRAVO, L.P.
110 N. WACKER DRIVE, 32ND FLOOR

(Street)
CHICAGO IL 60606

(City) (State) (Zip)
Explanation of Responses:
1. After giving effect to the distribution reported on this statement, consists of 3,239,632 shares held directly by Thoma Bravo Fund X, L.P. ("TB Fund X"), 694,491 shares held directly by Thoma Bravo Fund X-A, L.P. ("TB Fund X-A"), 15,250,396 shares held directly by Thoma Bravo Fund XI, L.P. ("TB Fund XI"), 7,482,290 shares held directly by Thoma Bravo Fund XI-A, L.P. ("TB Fund XI-A"), 329,933 shares held directly by Thoma Bravo Executive Fund XI, L.P. ("TB Exec Fund"), 273,513 shares held directly by Thoma Bravo Special Opportunities Fund I, L.P. ("TB SOF"), 2,010,881 shares held directly by Thoma Bravo Special Opportunities Fund I AIV, L.P. ("TB SOF AIV"), 545,546 shares held directly by Thoma Bravo Partners X, L.P. ("TB Partners X"), and 2,030,591 shares held directly by Thoma Bravo Partners XI, L.P. ("TB Partners XI").
2. TB Partners X is the general partner of each of TB Fund X, TB Fund X-A, TB SOF and TB SOF AIV. TB Partners XI is the general partner of each of TB Fund XI, TB Fund XI-A and TB Exec Fund. Thoma Bravo UGP, LLC is the ultimate managing member of TB Partners X and TB Partners XI. By virtue of the relationships described in this footnote, Thoma Bravo UGP, LLC may be deemed to exercise voting and dispositive power with respect to the shares held by TB Fund X, TB Fund X-A, TB SOF, TB SOF AIV, TB Fund XI, TB Fund XI-A, TB Exec Fund, TB Partners X and TB Partners XI. Each of TB Partners X, TB Partners XI and Thoma Bravo UGP, LLC disclaims beneficial ownership of the shares owned by TB Fund X, TB Fund X-A, TB SOF, TB SOF AIV, TB Fund XI, TB Fund XI-A and TB Exec Fund except to the extent of its pecuniary interest therein.
3. Represents a distribution of (i) 159,600 shares held directly by TB SOF AIV, 22,217 shares held directly by TB SOF, 309,847 shares held directly by TB Fund X and 53,882 shares held directly by TB Fund X-A, in each case to TB Partners X, and (ii) 25,609 shares held directly by TB Exec Fund, 1,450,201 shares held directly by TB Fund XI, and 554,781 shares held directly by TB Fund XI-A, in each case to TB Partners XI.
/s/ Seth Boro, Managing Partner of Thoma Bravo UGP, LLC 11/17/2023
/s/ Seth Boro, Managing Partner of Thoma Bravo Partners X, L.P. 11/17/2023
/s/ Seth Boro, Managing Partner of Thoma Bravo Partners XI, L.P. 11/17/2023
/s/ Seth Boro, Managing Partner of Thoma Bravo Partners X, L.P., the general partner of Thoma Bravo Fund X, L.P. 11/17/2023
/s/ Seth Boro, Managing Partner of Thoma Bravo Partners X, L.P., the general partner of Thoma Bravo Fund X-A, L.P. 11/17/2023
/s/ Seth Boro, Managing Partner of Thoma Bravo Partners X, L.P., the general partner of Thoma Bravo Special Opportunities Fund I, L.P. 11/17/2023
/s/ Seth Boro, Managing Partner of Thoma Bravo Partners X, L.P., the general partner of Thoma Bravo Special Opportunities Fund I AIV, L.P. 11/17/2023
/s/ Seth Boro, Managing Partner of Thoma Bravo Partners XI, L.P., the general partner of Thoma Bravo Fund XI, L.P. 11/17/2023
/s/ Seth Boro, Managing Partner of Thoma Bravo Partners XI, L.P., the general partner of Thoma Bravo Fund XI-A, L.P. 11/17/2023
/s/ Seth Boro, Managing Partner of Thoma Bravo Partners XI, L.P., the general partner of Thoma Bravo Executive Fund XI, L.P. 11/17/2023
** Signature of Reporting Person Date

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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