February 2, 2024 - SC 13G/A: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities by passive investors and certain institutions

Names of Reporting Persons

Thoma Bravo Fund X, L.P.

Check The Appropriate Box if a Member of a Group (See Instructions)

(a) ☐ (b) ☐

SEC Use Only

Citizenship or Place of Organization

Delaware

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)*

Dynatrace, Inc.

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

268150109

(CUSIP Number)

December 31, 2023

(Date of Event Which Requires Filing of this Statement)

Check the Appropriate Box to Designate the Rule Pursuant to Which this Schedule Is Filed:

☐	Rule 13d-1(b)

☐	Rule 13d-1(c)

☒	Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(1)

Beneficial ownership representing less than 1% is denoted with an asterisk (*). Calculated based on 294,394,482 shares of common stock, $0.001 par value per share (Common Stock), outstanding as of October 31, 2023, as reported in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the SEC) on November 2, 2023.

(1)	Beneficial ownership representing less than 1% is denoted with an asterisk (*). Calculated based on 294,394,482 shares of Common Stock outstanding as of October 31, 2023, as reported in the Issuers Quarterly Report on Form 10-Q filed with the SEC on November 2, 2023.

(1)	Beneficial ownership representing less than 1% is denoted with an asterisk (*). Calculated based on 294,394,482 shares of Common Stock outstanding as of October 31, 2023, as reported in the Issuers Quarterly Report on Form 10-Q filed with the SEC on November 2, 2023.

(1)	Beneficial ownership representing less than 1% is denoted with an asterisk (*). Calculated based on 294,394,482 shares of Common Stock outstanding as of October 31, 2023, as reported in the Issuers Quarterly Report on Form 10-Q filed with the SEC on November 2, 2023.

(1)	Calculated based on 294,394,482 shares of Common Stock outstanding as of October 31, 2023, as reported in the Issuers Quarterly Report on Form 10-Q filed with the SEC on November 2, 2023.

(1)	Calculated based on 294,394,482 shares of Common Stock outstanding as of October 31, 2023, as reported in the Issuers Quarterly Report on Form 10-Q filed with the SEC on November 2, 2023.

(1)	Beneficial ownership representing less than 1% is denoted with an asterisk (*). Calculated based on 294,394,482 shares of Common Stock outstanding as of October 31, 2023, as reported in the Issuers Quarterly Report on Form 10-Q filed with the SEC on November 2, 2023.

(1)	Calculated based on 294,394,482 shares of Common Stock outstanding as of October 31, 2023, as reported in the Issuers Quarterly Report on Form 10-Q filed with the SEC on November 2, 2023.

(1)	Calculated based on 294,394,482 shares of Common Stock outstanding as of October 31, 2023, as reported in the Issuers Quarterly Report on Form 10-Q filed with the SEC on November 2, 2023.

(1)	Calculated based on 294,394,482 shares of Common Stock outstanding as of October 31, 2023, as reported in the Issuers Quarterly Report on Form 10-Q filed with the SEC on November 2, 2023.

Item 1(a).

Name of Issuer

Dynatrace, Inc. (the Issuer)

Item 1(b).

Address of the Issuers Principal Executive Offices

1601 Trapelo Road, Suite 116

Waltham, MA 02451

Item 2(a).

Names of Persons Filing

This statement is being jointly filed by each of the entities below pursuant to Rule 13d-1(k) promulgated by the Securities and Exchange Commission pursuant to Section 13 of the Act, all of whom together are referred to herein as the Reporting Persons:

(i)

Thoma Bravo Fund X, L.P. (TB Fund X)

(ii)

Thoma Bravo Fund X-A, L.P. (TB Fund X-A)

(iii)

Thoma Bravo Special Opportunities Fund I, L.P. (TB SOF)

(iv)

Thoma Bravo Special Opportunities Fund I AIV, L.P. (TB SOF AIV)

(v)

Thoma Bravo Fund XI, L.P. (TB Fund XI)

(vi)

Thoma Bravo Fund XI-A, L.P. (TB Fund XI-A)

(vii)

Thoma Bravo Executive Fund XI, L.P. (TB Exec Fund and, together with each of the foregoing, the TB Funds)

(viii)

Thoma Bravo Partners X, L.P. (TB Partners X)

(ix)

Thoma Bravo Partners XI, L.P. (TB Partners XI)

(x)

Thoma Bravo UGP, LLC

The Reporting Persons have entered into a Joint Filing Agreement, dated February 16, 2021, a copy of which is attached as Exhibit A to this Schedule 13G, pursuant to which the Reporting Persons agreed to file this Schedule 13G and any amendments thereto jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act.

Item 2(b).

Address of the Principal Business Office, or if none, Residence

c/o Thoma Bravo, L.P.

110 N. Wacker Drive 32^nd Floor

Chicago, IL 60606

Item 2(c).

Citizenship

See responses to Item 4 on each cover page.

Item 2(d).

Title of Class of Securities

Common Stock, $0.001 par value

Item 2(e).

CUSIP Number

268150109

Item 3.

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a (n):

Not Applicable

Item 4.

Ownership

(a)

Amount beneficially owned:

See responses to Item 9 on each cover page.

(b)

Percent of Class:

See responses to Item 11 on each cover page.

(c)

Number of shares as to which the Reporting Person has:

(i)

Sole power to vote or to direct the vote:

See responses to Item 5 on each cover page.

(ii)

Shared power to vote or to direct the vote:

See responses to Item 6 on each cover page.

(iii)

Sole power to dispose or to direct the disposition of:

See responses to Item 7 on each cover page.

(iv)

Shared power to dispose or to direct the disposition of:

See responses to Item 8 on each cover page.

The reported securities are held directly 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. TB Partners X is the general partner of each of TB Fund X, TB Fund X-A, TB SOF, and TB SOF AIV, and therefore may be deemed to beneficially own the shares held directly by 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, and therefore may be deemed to beneficially own the shares held directly by TB Fund XI, TB Fund XI-A, and TB Exec Fund. Thoma Bravo UGP, LLC is the ultimate general partner of each of TB Partners X and TB Partners XI, and therefore may be deemed to beneficially own the securities held directly by the TB Funds, TB Partners X, and TB Partners XI.

Pursuant to Rule 13d-4 of the Act, the Reporting Persons expressly declare that the filing of this statement shall not be construed as an admission that any such person is, for the purposes of Section 13(d) and/or Section 13(g) of the Act or otherwise, the beneficial owner of any securities covered by this statement held by any other person. The Reporting Persons expressly disclaim that they have agreed to act as a group other than as described in this Schedule 13G.

Item 5.

Ownership of Five Percent or Less of a Class

Not Applicable.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not Applicable.

Item 7

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company

Not Applicable.

Item 8.

Identification and Classification of Members of the Group

Not Applicable.

Item 9.

Notice of Dissolution of Group

Not Applicable

Item 10.

Certification

Not Applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 2, 2024


THOMA BRAVO FUND X, L.P.

By: Thoma Bravo Partners X, L.P.
Its: General Partner
By: Thoma Bravo UGP X, LLC
Its: General Partner
By: Thoma Bravo UGP, LLC
Its: Managing Member

By:		/s/ Seth Boro
Name:		Seth Boro
Title:		Managing Partner

THOMA BRAVO FUND X-A, L.P.

By: Thoma Bravo Partners X, L.P.
Its: General Partner
By: Thoma Bravo UGP X, LLC
Its: General Partner
By: Thoma Bravo UGP, LLC
Its: Managing Member

By:		/s/ Seth Boro
Name:		Seth Boro
Title:		Managing Partner

THOMA BRAVO SPECIAL OPPORTUNITIES FUND I, L.P.

By: Thoma Bravo Partners X, L.P.
Its: General Partner
By: Thoma Bravo UGP X, LLC
Its: General Partner
By: Thoma Bravo UGP, LLC
Its: Managing Member

By:		/s/ Seth Boro
Name:		Seth Boro
Title:		Managing Partner

THOMA BRAVO SPECIAL OPPORTUNITIES FUND I AIV, L.P.

By: Thoma Bravo Partners X, L.P.
Its: General Partner
By: Thoma Bravo UGP X, LLC
Its: General Partner
By: Thoma Bravo UGP, LLC
Its: Managing Member



By:		/s/ Seth Boro
Name:		Seth Boro
Title:		Managing Partner

THOMA BRAVO FUND XI, L.P.

By: Thoma Bravo Partners XI, L.P.
Its: General Partner
By: Thoma Bravo UGP XI, LLC
Its: General Partner
By: Thoma Bravo UGP, LLC
Its: Managing Member

By:		/s/ Seth Boro
Name:		Seth Boro
Title:		Managing Partner

THOMA BRAVO FUND XI-A, L.P.

By: Thoma Bravo Partners XI, L.P.
Its: General Partner
By: Thoma Bravo UGP XI, LLC
Its: General Partner
By: Thoma Bravo UGP, LLC
Its: Managing Member

By:		/s/ Seth Boro
Name:		Seth Boro
Title:		Managing Partner

THOMA BRAVO EXECUTIVE FUND XI, L.P.

By: Thoma Bravo Partners XI, L.P.
Its: General Partner
By: Thoma Bravo UGP XI, LLC
Its: General Partner
By: Thoma Bravo UGP, LLC
Its: Managing Member

By:		/s/ Seth Boro
Name:		Seth Boro
Title:		Managing Partner


THOMA BRAVO PARTNERS X, L.P.

By: Thoma Bravo UGP X, LLC
Its: General Partner
By: Thoma Bravo UGP, LLC
Its: Managing Member

By:		/s/ Seth Boro
Name:		Seth Boro
Title:		Managing Partner

THOMA BRAVO PARTNERS XI, L.P.

By: Thoma Bravo UGP XI, LLC
Its: General Partner
By: Thoma Bravo UGP, LLC
Its: Managing Member

By:		/s/ Seth Boro
Name:		Seth Boro
Title:		Managing Partner

THOMA BRAVO UGP, LLC

By:		/s/ Seth Boro
Name:		Seth Boro
Title:		Managing Partner

EXHIBIT LIST


Exhibit A		Joint Filing Agreement, dated as of February 16, 2021, by and among the Reporting Persons (incorporated herein by reference to the statement on Schedule 13G filed with the SEC by the Reporting Persons on February 16, 2021).