(1)	See the section titled “Underwriting” beginning on page 156 for a description of the compensation payable to the underwriters.

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•	our ability to attract new customers and retain and increase sales to existing customers;

•	our ability to continue to expand customer adoption of our Dynatrace® platform, including the conversion of customers from our Classic products;

•	our ability to develop our existing platform and introduce new solutions on our platform;

•	continued growth of cloud-based services and solutions;

•	our ability to continue to develop and offer products and solutions that are superior to those of our competitors;

•	our ability to retain customers;

•	our ability to expand into new geographies and markets, including the business intelligence and data analytics market; and

•	our ability to hire and retain sufficient numbers of sales and marketing, research and development and general and administrative personnel, and expand our global operations.

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•	fluctuations in the demand for our solutions, and the timing of purchases by our customers, particularly larger purchases;

•	fluctuations in the rate of utilization by enterprise customers of the cloud to manage their business needs, or a slow-down in the migration of enterprise systems to the cloud;

•	our ability to attract new customers and retain existing customers;

•	our ability to expand into new geographies and markets, including the business intelligence and data analytics market;

•	the budgeting cycles and internal purchasing priorities of our customers;

•	changes in customer renewal rates, churn and our ability to cross-sell additional solutions to our existing customers and our ability to up-sell additional quantities of previously purchased products to existing customers;

•	the seasonal buying patterns of our customers;

•	the payment terms and contract term length associated with our product sales and their effect on our billings and free cash flow;

•	changes in customer requirements or market needs;

•	the emergence of significant privacy, data protection, security or other threats, regulations or requirements applicable to the use of enterprise systems or cloud-based systems that we are not prepared to meet or that require additional investment by us;

•	changes in the demand and growth rate of the market for software and systems monitoring and analytics solutions;

•	our ability to anticipate or respond to changes in the competitive landscape, or improvements in the functionality of competing solutions that reduce or eliminate one or more of our competitive advantages;

•	our ability to timely develop, introduce and gain market acceptance for new solutions and product enhancements;

•	our ability to adapt and update our products and solutions on an ongoing and timely basis in order to maintain compatibility and efficacy with the frequently changing and expanding variety of software and systems that our products are designed to monitor;

•	our ability to maintain and expand our relationships with strategic technology partners, who own, operate and offer the major platforms on which cloud applications operate, with which we must interoperate and remain compatible, and from which we must obtain certifications and endorsements in order to maintain credibility and momentum in the market;

•	our ability to control costs, including our operating expenses;

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•	our ability to efficiently complete and integrate any acquisitions or business combinations that we may undertake in the future;

•	general economic, industry and market conditions, both domestically and in our foreign markets;

•	the emergence of new technologies or trends in the marketplace;

•	foreign currency exchange rate fluctuations;

•	the timing of revenue recognition for our customer transactions, and the effect of the mix of time-based licenses, SaaS subscriptions and perpetual licenses on the timing of revenue recognition;

•	extraordinary expenses, such as litigation or other dispute-related settlement payments; and

•	future accounting pronouncements or changes in our accounting policies.

•	incur additional indebtedness or guarantee indebtedness of others;

•	create additional liens on our assets;

•	pay dividends and make other distributions on our capital stock, and redeem and repurchase our capital stock;

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•	make investments, including acquisitions;

•	make capital expenditures;

•	enter into mergers or consolidations or sell assets;

•	engage in sale and leaseback transactions; or

•	enter into transactions with affiliates.

•	increasing our vulnerability to general adverse economic and industry conditions;

•	requiring us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, acquisitions, research and development efforts and other general corporate purposes;

•	limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; and

•	exposing us to the risk of increased interest rates as certain of our borrowings are, and may in the future be, at variable interest rates.

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•	delays in releasing new solutions or enhancements to the market;

•	delays or failures to provide updates to customers to maintain compatibility between Dynatrace® and the various applications and platforms being used in the customers’ application and enterprise cloud environment;

•	the failure to accurately predict market or customer demands;

•	defects, errors or failures in the design or performance of our new solutions or solution enhancements;

•	negative publicity about the performance or effectiveness of our solutions;

•	the introduction or anticipated introduction of competing products by our competitors; and

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•	the perceived value of our solutions or enhancements relative to their cost.

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•	offer a compelling software intelligence platform and solutions;

•	execute our sales and marketing strategy;

•	attract, effectively train and retain new sales, marketing, professional services and support personnel in the markets we pursue;

•	develop or expand relationships with technology partners, systems integrators, resellers, online enterprise marketplaces and other partners;

•	expand into new geographies and markets, including the business intelligence and data analytics market;

•	deploy our platform and solutions for new customers; and

•	provide quality customer support.

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•	larger sales and marketing budgets and resources;

•	access to larger customer bases which often provide incumbency advantages;

•	broader global distribution and presence;

•	the ability to bundle competitive offerings with other products and services;

•	greater brand recognition and longer operating histories;

•	lower labor and development costs;

•	greater resources to make acquisitions;

•	larger and more mature intellectual property portfolios; and

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•	substantially greater financial, technical, management and other resources.

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•	increased expenses associated with international sales and operations, including establishing and maintaining office space and equipment for our international operations;

•	fluctuations in exchange rates between currencies in the markets where we do business;

•	risks associated with trade restrictions and additional legal requirements, including the exportation of our technology or source code that is required in some of the countries in which we operate;

•	greater risk of unexpected changes in regulatory rules, regulations and practices, tariffs and tax laws and treaties;

•	compliance with United States and foreign import and export control and economic sanctions laws and regulations, including the Export Administration Regulations administered by the

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•	compliance with anti-bribery laws, including the United States Foreign Corrupt Practices Act, and the U.K. Anti-Bribery Act;

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compliance with privacy, data protection and data security laws of many countries, including the General Data Protection Regulation, or GDPR, adopted by the European Union, or EU, and which became effective in May 2018, and the recently enacted California Consumer Privacy Act, or CCPA, that will, among other things, require covered companies to provide new disclosures to California consumers and afford such consumers new abilities to opt-out of certain sales of personal information, when it goes into effect on January 1, 2020;

•	heightened risk of unfair or corrupt business practices in certain geographies, and of improper or fraudulent sales arrangements that may impact financial results and result in restatements of, or irregularities in, financial statements;

•	limited or uncertain protection of intellectual property rights in some countries and the risks and costs associated with monitoring and enforcing intellectual property rights abroad;

•	greater difficulty in enforcing contracts and managing collections in certain jurisdictions, as well as longer collection periods;

•	management communication and integration problems resulting from cultural and geographic dispersion;

•	social, economic and political instability, terrorist attacks and security concerns in general; and

•	potentially adverse tax consequences.

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•	announcements of new products or technologies, commercial relationships, acquisitions or other events by us or our competitors;

•	changes in how customers perceive the benefits of our platform;

•	shifts in the mix of billings and revenue attributable to perpetual licenses, term licenses and SaaS subscriptions from quarter to quarter;

•	departures of key personnel;

•	price and volume fluctuations in the overall stock market from time to time;

•	fluctuations in the trading volume of our shares or the size of our public float;

•	sales of large blocks of our common stock, including by the Thoma Bravo Funds;

•	actual or anticipated changes or fluctuations in our operating results;

•	whether our operating results meet the expectations of securities analysts or investors;

•	changes in actual or future expectations of investors or securities analysts;

•	litigation involving us, our industry or both;

•	regulatory developments in the United States, foreign countries or both;

•	general economic conditions and trends; and

•	major catastrophic events in our domestic and foreign markets.

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•	a majority of the board of directors consist of independent directors as defined under the rules of the NYSE;

•	the nominating and governance committee be composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities;

•	the compensation committee be composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and

•	annual performance evaluations of the nominating and governance committee and the compensation committee be performed.

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•	the composition of our board of directors, which has the authority to direct our business and to appoint and remove our officers;

•	approving or rejecting a merger, consolidation or other business combination;

•	raising future capital; and

•	amending our charter and bylaws, which govern the rights attached to our common stock.

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•	a classified board of directors with three-year staggered terms, which could delay the ability of stockholders to change the membership of a majority of our board of directors;

•	after Thoma Bravo ceases to beneficially own at least 30% of the outstanding shares of our common stock, removal of directors only for cause, and subject to the affirmative vote of the holders of 66 2/3% or more of our outstanding shares of capital stock then entitled to vote at a meeting of our stockholders called for that purpose;

•	the ability of our board of directors to issue shares of preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer;

•	allowing Thoma Bravo to fill any vacancy on our board of directors for so long as affiliates of Thoma Bravo own 30% or more of our outstanding shares of common stock and thereafter, allowing only our board of directors to fill vacancies on our board of directors, which prevents stockholders from being able to fill vacancies on our board of directors;

•	after Thoma Bravo ceases to beneficially own at least a majority of the outstanding shares of our common stock, a prohibition on stockholder action by written consent, which forces stockholder action to be taken at an annual or special meeting of our stockholders;

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after we cease to be a controlled company, the requirement that a special meeting of stockholders may be called only by our board of directors, the chairperson of our board of directors, our chief executive officer or our president (in the absence of a chief executive officer), which could delay the ability of our stockholders to force consideration of a proposal or to take action, including the removal of directors;

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after we cease to be a controlled company, the requirement for the affirmative vote of holders of at least 66 2/3% of the voting power of all of the then outstanding shares of the voting stock, voting together as a single class, to amend the provisions of our charter relating to the management of our business (including our classified board structure) or certain provisions of our bylaws, which may inhibit the ability of an acquirer to effect such amendments to facilitate an unsolicited takeover attempt;

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•	the ability of our board of directors to amend the bylaws, which may allow our board of directors to take additional actions to prevent an unsolicited takeover and inhibit the ability of an acquirer to amend the bylaws to facilitate an unsolicited takeover attempt;

•	advance notice procedures with which stockholders must comply to nominate candidates to our board of directors or to propose matters to be acted upon at a stockholders’ meeting, which may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of us; and

•	a prohibition of cumulative voting in the election of our board of directors, which would otherwise allow less than a majority of stockholders to elect director candidates.

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•	our future financial performance, including our expectations regarding our revenue, annual recurring revenue, gross profit or gross margin, operating expenses, ability to generate cash flow, revenue mix and ability to maintain future profitability;

•	anticipated trends and growth rates in our business and in the markets in which we operate;

•	our ability to convert our customers from our Classic products to our Dynatrace® platform;

•	our ability to maintain and expand our customer base and our partner network;

•	our ability to sell our applications and expand internationally;

•	our ability to anticipate market needs and successfully develop new and enhanced solutions to meet those needs;

•	our ability to hire and retain necessary qualified employees to grow our business and expand our operations;

•	the evolution of technology affecting our applications, platform and markets;

•	our ability to adequately protect our intellectual property;

•	our ability to service our debt obligations; and

•	our ability to pay the remaining balance of the tax liability resulting from the Compuware Spin-Off from our cash flow from operations.

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(1)	Includes share-based compensation expense as follows:

(2)	See Note 14 to our consolidated financial statements appearing at the end of this prospectus for further details on the calculations of basic and diluted net income (loss) per share.

(1)	We define working capital as current assets less current liabilities, excluding related-party payables.

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(1)	Net cash provided by operating activities includes cash payments for interest and taxes as follows:

*	Not meaningful

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Extend our technology and market leadership position.    We intend to maintain our position as the market-leading software intelligence platform through increased investment in research and development and continued innovation. We expect to focus on expanding the functionality of Dynatrace® and investing in capabilities that address new market opportunities. We believe this strategy will enable new growth opportunities and allow us to continue to deliver differentiated high-value outcomes to our customers.

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Grow our customer base.    We intend to drive new customer growth by expanding our direct sales force focused on the largest 15,000 global enterprise accounts, which generally have annual revenues in excess of $750 million. The initial average Dynatrace® ARR for the 553 gross new customers added during the year ended September 30, 2019 was approximately $97,000. In addition, we expect to leverage our global partner ecosystem to add new customers in geographies where we have direct coverage and work jointly with our partners. In other geographies, such as Africa, Japan, the Middle East, Russia and South Korea, we utilize a multi-tier “master reseller” model.

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Increase penetration within existing customers.    We plan to continue to increase penetration within our existing customers by expanding the breadth of our platform capabilities to provide for continued cross-selling opportunities. In addition, we believe the ease of implementation for Dynatrace® provides us the opportunity to expand adoption within our existing enterprise customers, across new customer applications, and into additional business units or divisions. Once customers are on the Dynatrace® platform, we have seen significant dollar-based net expansion due to the ease of use and power of our new platform.

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Enhance our strategic partner ecosystem.    Our strategic partners include industry-leading system integrators, software vendors, and cloud and technology providers. We intend to continue to invest in our partner ecosystem, with a particular emphasis on expanding our strategic alliances and cloud-focused partnerships, such as AWS, Azure, Google Cloud Platform, Red Hat OpenShift, and Pivotal Cloud Foundry.

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*	Not meaningful

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(1)	Includes share-based compensation expense as follows:

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(1)	Includes share-based compensation expense as follows:

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(1)	Includes share-based compensation expense as follows:

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(1)	Includes share-based compensation expense as follows:

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(1)	Includes share-based compensation expense as follows:

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(1)	Net cash (used in) provided by operating activities includes cash payments for interest and tax as follows:

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(1)	Net cash provided by operating activities includes cash payments for interest as follows:

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(1)	The amounts included in the table above represent principal maturities only.

(2)	Amounts represent estimated future interest payments on borrowings under our First Lien Term Loan, which were estimated using the interest rate effective at September 30, 2019 multiplied by the principal outstanding on September 30, 2019. The First Lien Term Loan consists of $30.0 million bearing interest at 6.8% and $551.1 million bearing interest at 4.8%.

(3)	As of September 30, 2019, we had no outstanding borrowings under our revolving credit facility, $11.8 million of letters of credit outstanding, and $48.2 million was available for borrowing under our revolving credit facility.

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•	independent third-party valuations of our equity units;

•	the rights, preferences and privileges of each class of our equity units;

•	our financial condition, results of operations and capital resources;

•	the industry outlook;

•	the valuation of comparable companies;

•	the lack of marketability of our equity units;

•	the likelihood of achieving a liquidity event, such as an initial public offering or a sale of our company given prevailing market conditions;

•	the history and nature of our business, industry trends and competitive environment; and

•	general economic outlook including economic growth, inflation and unemployment, interest rate environment and global economic trends.

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1)	Cloud Transformation:     Enterprises are building and deploying software across multiple public and on-premise platforms, creating significant visibility challenges across all of an enterprise’s hosted environments.

2)	Application Complexity:     Applications are increasingly complex and deployed as microservices-based architectures that are written in multiple different programming languages with hundreds of loosely coupled service connections. The scale of this complexity is heightened by the advent of the Internet of Things, which increases the number of potential sources of application failure.

3)	DevOps:     Ensuring that software updates work without issues has grown more challenging due to the increased frequency of software releases, reduced testing time, and the use of independent development teams.

4)	User Experience:     User expectations for software performance have rapidly increased and enterprises are focused on advancing branded experiences to maximize revenue, differentiate offerings, and retain competitive positions.

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Ability to build better applications at a faster rate.     Cloud-based application development technologies such as container and microservices architectures, enable enterprises to focus developer resources more on creating and improving value-add application features and less on managing underlying operating systems and infrastructure. Gartner states that by 2022, more than 75% of global organizations will be running containerized applications in production, which is a significant increase from fewer than 30% today. In addition to new cloud-based development technologies, enterprises are adopting new processes such as DevOps and Artificial Intelligence for IT Operations, or AIOps, that help accelerate the software delivery cycle.

•	Operational efficiency.     Enterprises are moving to the cloud to be more agile and to reduce spending on expensive and static systems, as well as the IT staff needed to maintain them. Furthermore, cloud services can be purchased dynamically as demand ebbs and flows over time, affording greater flexibility, financial efficiencies, and scale than traditional systems.

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Greater complexity.     Multi-cloud strategies require that IT teams manage applications and ensure interoperability of operations between private and multiple public clouds, such as AWS, Azure, Google Cloud Platform, or SAP. In addition, these applications are containerized and increasingly fragmented into microservices that are hosted across multiple cloud platforms, creating interdependencies across heterogeneous environments that increase the risk of incompatibility issues and the number of potential failure points if the applications are not deployed and maintained correctly.

•	Highly dynamic environments.     Cloud infrastructure and applications are built to scale up or down in real-time depending upon usage and traffic. The automation required to monitor these highly dynamic environments is beyond what is required for monolithic, on-premise applications.

•	Massive scale.     As software becomes more critical to business success, the number and size of applications will continue to grow and encompass more features and greater functionality. At the same time, web-scale architectures are enabling enterprises to build applications that are deployed across thousands of hosts and serve millions of users

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More frequent changes to software.     The adoption of DevOps practices and cloud architectures have increased the speed at which software updates can be developed and deployed. With the application development lifecycle accelerating, enterprises must adapt their software operations environment and culture to ensure that performance and business outcomes are not adversely affected by frequent changes.

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Manual configuration processes that do not scale.     Traditional monitoring tools require unique agents for each component of an application and rely on IT personnel to manually pre-configure each agent. The complexity and dynamic nature of enterprise cloud applications, which can include thousands of containers and microservices, makes this multi-agent approach costly, slow, and impractical to install and maintain, especially as these applications are rapidly modified and updated.

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Not designed to capture data across the full application stack.     Traditional APM solutions were created to view a limited portion of the full software stack and provide visibility only into individual applications, without providing visibility into how the applications are interconnected. In order to get a complete view of all applications, from the underlying infrastructure to the user experience, IT personnel are required to manually implement and manage many disparate tools. We believe this approach has resulted in enterprises overinvesting in operations and underinvesting in development, which slows innovation.

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Only able to provide data, not answers.     Traditional monitoring tools provide data only about narrow components of the technology stack. As a result, IT teams must manually integrate and correlate the data from disparate systems and apply their own assumptions to identify the underlying cause of performance issues. This process is slow, prone to errors, and is made especially challenging by the complexity of enterprise cloud applications.

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Collect limited snapshots of data that do not provide real-time visibility.     Traditional APM tools were not designed for the far larger and more complex data sets produced by enterprise cloud applications and can only capture snapshots of application performance or user data. This approach requires these tools to rely on partial data sets, reducing their effectiveness in performing precise root-cause determination, adding risk, and delaying innovation. In addition, traditional monitoring tools do not provide visibility into containers and microservices, which leads to blind spots in software performance monitoring when used in closed-based environments.

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Lack of flexible deployment options.     Traditional monitoring solutions are either deployed as SaaS-only or on-premise-only. SaaS-only solutions often fail to meet the strict governance, security, and scale requirements of large enterprises, and were not built to monitor on-premise applications, making them incompatible with the needs of customers who manage hybrid-hosted applications. Conversely, traditional on-premise solutions were not built to manage cloud applications and are typically upgraded less frequently and thus innovate more slowly than cloud-based applications.

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Single agent, fully automated configuration.     Dynatrace® is installed as a single agent, which we refer to as OneAgent®, that automatically configures itself, discovering all components of the full-stack to enable high fidelity and web-scale data capture. OneAgent® dynamically profiles the performance of all components of the full-stack with code-level precision, even as applications and environments change.

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Full-stack, all-in-one approach with deep cloud integrations.     Dynatrace® combines APM with Cloud Infrastructure Monitoring, AIOps, Digital Experience Management, or DEM, and Digital Business Analytics in a single full-stack approach. We believe that this all-in-one approach reduces the need for a variety of disparate tools and enables our customers to improve productivity and decision making while reducing operating costs. Dynatrace® provides out-of-the-box configuration for the leading cloud platforms, such as AWS, Azure, Google Cloud Platform, Red Hat OpenShift, Pivotal Cloud Foundry, and SAP Cloud Platform, as well as coverage for traditional on-premise mainframe and monolithic applications in a single, easy-to-use, intelligent platform.

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AI-powered, answer-centric insights.     Davis™, our explainable AI engine, dynamically baselines the performance of all components in the full-stack, continually learning normal performance thresholds in order to provide precise answers when performance deviates from expected or desired conditions. Unlike correlation engines that overwhelm IT professionals with dozens of alerts from many different tools, Dynatrace® provides a single problem resolution and precise root cause determination. We believe that the accuracy and precision of the answers delivered by our AI engine enable our customers to program automated remediation actions, taking a significant step towards our vision of autonomous cloud operations and accelerating the DevOps transformation.

•	Web-scale and enterprise grade.     Dynatrace® utilizes big data architecture and enterprise-proven cloud technologies that are engineered for web-scale environments. With role-based access and advanced security functionality, Dynatrace® was purpose-built for enterprise wide adoption.

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Flexible deployment options.     We deploy our platform as a SaaS solution, with the option of retaining the data in the cloud, or at the edge in customer-provisioned infrastructure, which we refer to as Dynatrace® Managed. The Dynatrace® Managed offering allows customers to maintain control of the environment where their data resides, whether in the cloud or on-premise, combining the simplicity of SaaS with the ability to adhere to their own data security and sovereignty requirements. Our Mission Control center automatically upgrades all Dynatrace® instances and offers on-premise cluster customers auto-deployment options that suit their specific enterprise management processes.

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Extend our technology and market leadership position.     We intend to maintain our position as the market-leading software intelligence platform through increased investment in research and development and continued innovation. We expect to focus on expanding the functionality of Dynatrace® and investing in capabilities that address new market opportunities. We believe this strategy will enable new growth opportunities and allow us to continue to deliver differentiated high-value outcomes to our customers.

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Grow our customer base.     We intend to drive new customer growth by expanding our direct sales force focused on the largest 15,000 global enterprise accounts, which generally have annual revenues in excess of $750 million. Approximately 58% of our Dynatrace® customers as of September 30, 2019 are new customers added since September 30, 2018 and the initial average Dynatrace® ARR for these new customers was approximately $97,000. In addition, we expect to leverage our global partner ecosystem to add new customers in geographies where we have direct coverage and work jointly with our partners. In other geographies, we utilize a multi-tier “master reseller” model, such as in Africa, Japan, the Middle East, Russia, and South Korea.

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Increase penetration within existing customers.     We plan to continue to increase the penetration within our existing customers by expanding the breadth of our platform capabilities to provide for continued cross-selling opportunities. In addition, we believe the ease of implementation for Dynatrace® provides us the opportunity to expand adoption within our existing enterprise customers, across new customer applications, and into additional business units or divisions. Once customers are on the Dynatrace® platform, we have seen significant dollar-based net expansion due to the ease of use and power of our new platform.

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Enhance our strategic partner ecosystem.     Our strategic partners include industry-leading system integrators, software vendors, and cloud and technology providers. We intend to continue to invest in our partner ecosystem, with a particular emphasis on expanding our strategic alliances and cloud-focused partnerships, such as AWS, Azure, Google Cloud Platform, Red Hat OpenShift, and Pivotal Cloud Foundry.

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Cloud providers.     We work with many of the major cloud providers to increase awareness of our products and make it easy for customers to access our software. Our software is developed to run in and integrate with leading cloud providers, such as, AWS, Azure, and Google Cloud Platform. Our customers are also able to procure our software through leading marketplaces such as AWS, Azure, SAP, and IBM.

•	Resellers.     Our resellers market and sell our products throughout the world, and provide a go-to-market channel in regions where we do not have a direct presence, such as Africa, Japan, the Middle East, Russia, and South Korea.

•	Technology alliance partners.     We partner with leading innovative technology organizations such as Red Hat, Pivotal, VMWare, and Atlassian to develop integrations, best practices, and extended capabilities that help our customers and solution partners achieve faster time to market and enhanced value in modern enterprise cloud environments.

•	System integrators.     We have a network of systems integrators, both global and regional, that help joint customers integrate our products into their enterprise cloud ecosystems. These partners extend our scale and reach and collaborate with our direct sales teams, bringing domain expertise in technologies and industries along with additional offerings powered by Dynatrace®.

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•	APM vendors, such as Cisco AppDynamics, Broadcom, and New Relic;

•	infrastructure monitoring vendors, such as BMC, Datadog, and Nagios;

•	DEM vendors, such as Akamai and Catchpoint;

•	point solutions from public cloud providers; and

•	IT operations management, AIOps, and business intelligence providers that provide some portion of the capabilities that we provide.

•	artificial intelligence capabilities;

•	automation;

•	product features, functionality, and reliability;

•	ease and cost of deployment, use and maintenance;

•	deployment options and flexibility;

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•	customer, technology, and platform support;

•	ability to easily integrate with customers software application and IT infrastructure environments;

•	the quality of data collection and correlation;

•	interoperability and ease of integration; and

•	brand recognition.

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(1)	Member of the audit committee.

(2)	Member of the compensation committee.

(3)	Member of the nominating and corporate governance committee.

(4)	Member of the cybersecurity committee.

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•	selecting a qualified firm to serve as the independent registered public accounting firm to audit our financial statements;

•	helping to ensure the independence and performance of the independent registered public accounting firm;

•	discussing the scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and the independent registered public accounting firm, our interim and year-end operating results;

•	developing procedures for employees to submit concerns anonymously about questionable accounting or audit matters;

•	reviewing our policies on risk assessment and risk management;

•	reviewing related party transactions; and

•	approving or, as required, pre-approving, all audit and all permissible non-audit services, other than de minimis non-audit services, to be performed by the independent registered public accounting firm.

•	reviewing and approving the goals and objectives relating to the compensation of our executive officers, including any long-term incentive components of our compensation programs;

•	evaluating the performance of our executive officers in light of the goals and objectives of our compensation programs and determining each executive officer’s compensation based on such evaluation;

•	reviewing and approving, subject, if applicable, to stockholder approval, our compensation programs;

•	reviewing the operation and efficacy of our executive compensation programs in light of their goals and objectives;

•	reviewing and assessing risks arising from our compensation programs;

•	reviewing and recommending to the board of directors the appropriate structure and amount of compensation for our directors;

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•	reviewing and approving, subject, if applicable, to stockholder approval, material changes in our employee benefit plans; and

•	establishing and periodically reviewing policies for the administration of our equity compensation plans.

•	identifying, evaluating and recommending qualified persons to serve on our board of directors;

•	considering and making recommendations to our board of directors regarding the composition and chairmanship of the committees of our board of directors;

•	developing and making recommendations to our board of directors regarding corporate governance guidelines and matters and periodically reviewing such guidelines and recommending any changes; and

•	overseeing annual evaluations of our board of directors’ performance, including committees of our board of directors and management.

•	the effectiveness of our cybersecurity programs and our practices for identifying, assessing and mitigating cybersecurity risks across our products, services and business operations;

•	our controls, policies and guidelines to prevent, detect and respond to cyber attacks or data breaches involving our products, services and business operations;

•	our security strategy and technology planning processes;

•	the safeguards used to protect the confidentiality, integrity, availability and resiliency of our products, services and business operations;

•	our cyber crisis preparedness, security breach and incident response plans, communication plans, and disaster recovery and business continuity capabilities;

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•	our compliance with applicable information security and data protection laws and industry standards; and

•	our cybersecurity budget, investments, training and staffing levels to ensure they are sufficient to sustain and advance successful cybersecurity and industry compliance programs.

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(1)	The amounts reported in this column, except as otherwise described below, represent bonuses paid under our Annual Short-Term Incentive Plan based on company performance during fiscal year 2019.

(2)	Amounts reported represent $4,275 in 401(k) plan matching contributions, $3,431 in disability insurance premiums, $8,766 for a President’s Club trip in fiscal year 2019 and $6,466 for reimbursement of taxes related to the cost of the President’s Club trip.

(3)	Amounts reported represent $6,562 in 401(k) plan matching contributions, $2,923 in disability insurance premiums, $8,766 for a President’s Club trip in fiscal year 2019 and $6,466 for reimbursement of taxes related to the cost of the President’s Club trip.

(4)	The amounts reported in this column for Mr. Pace includes $295,773 earned pursuant to his sales commission plan during fiscal year 2019.

(5)	Amounts reported represent $8,037 in 401(k) plan matching contributions, $3,622 in disability insurance premiums, $8,766 for a President’s Club trip in fiscal year 2019 and $6,466 for reimbursement of taxes related to the cost of the President’s Club trip.

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(1)	Represents the fair market value of shares that were unvested as of March 31, 2019. The fair market value is based on the initial public offering price of $16.00 per share.

(2)

These shares vest over four years, with 25% vesting on the first anniversary of the vesting start date and the remainder vesting in 36 equal monthly installments thereafter. 150,000 shares were transferred to the Kevin C. Burns Irrevocable Non-Grantor Trust of 2018 dated December 17, 2018 on December 17, 2018. Subject to Mr. Burns’ continuous service to us through a change in control (as defined in the 2019 Plan), 100% of the shares shall vest immediately prior to such change in control.

(3)	These shares shall vest on March 31, 2020 subject to the achievement of certain company performance metrics related to an adjusted EBITDA metric determined by our board of directors. Subject to Mr. Burns’ continuous service to us through a change in control, 100% of the shares shall vest immediately prior to such change in control.

(4)

These shares vest over four years, with 25% vesting on the first anniversary of the vesting start date and the remainder vesting in 36 equal monthly installments thereafter. 43,750 shares were transferred to the Kevin C. Burns Irrevocable Non-Grantor Trust of 2018 dated December 17, 2018 on December 17, 2018. Subject to Mr. Burns’ continuous service to us through a change in control, 100% of the shares shall vest immediately prior to such change in control.

(5)	These shares vest over four years, with 25% vesting on the first anniversary of the vesting start date and the remainder vesting in 36 equal monthly installments thereafter. Subject to Mr. Pace’s continuous service to us through a change in control, 50% of the shares shall vest immediately prior to such change in control.

(6)	These shares shall vest on March 31, 2020 subject to the achievement of certain company performance metrics related to an adjusted EBITDA metric determined by our board of directors. Subject to Mr. Pace’s continuous service to us through a change in control, 50% of the shares shall vest immediately prior to such change in control.

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(1)	Messrs. Boro, Bravo and Virnig are included in the table but receive no compensation for their services. All three are representatives of the Thoma Bravo Funds. Messrs. Bernard, Lines and Zuber are Thoma Bravo operating partners.

(2)

In connection with the Spin-Off Transactions, outstanding equity awards were converted into shares of common stock, restricted stock awards and/or restricted stock units, which were granted under our 2019 Plan. Assuming the completion of the Spin-Off Transactions occurred on March 31, 2019, Messrs. Bernard, Lines and Zuber held 401,606, 317,080 and 100,402 shares of restricted stock, respectively, as of March 31, 2019.

(3)	Messrs. Bernard, Lines and Zuber are not employees of Thoma Bravo, its affiliates or the Thoma Bravo Funds. Messrs. Bernard, Lines and Zuber are considered independent contractors of Thoma Bravo and may have business or investment activities unrelated to Thoma Bravo.

(4)	Messrs. Bernard and Bravo resigned from our board in July 2019.

(5)	This amount includes $15,428 for healthcare benefits.

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•	we have been or are to be a participant;

•	the amount involved exceeded or is expected to exceed $120,000; and

•	any of our directors, executive officers or holders of more than 5% of our outstanding capital stock, or any immediate family member of, or person sharing the household with, any of these individuals or entities, had or will have a direct or indirect material interest.

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•	any breach of their duty of loyalty to our company or our stockholders;

•	any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;

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•	unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the Delaware General Corporation Law, or DGCL; or

•	any transaction from which they derived an improper personal benefit.

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•

through a series of transactions, all of the equityholders of Parent (including the Thoma Bravo Funds) received shares of capital stock of Dynatrace Holdings LLC (or, in the case of Dynatrace employees, directors and other service providers who hold equity awards in Parent, the right to receive a new equity award under our 2019 Equity Incentive Plan that is equivalent in value to such award in Parent) in exchange for their equity interests and/or incentive equity awards of Parent, after which Parent merged with and into DHC, with DHC surviving the merger;

•	DHC, through a series of transactions, distributed to Dynatrace Holdings LLC, and Dynatrace Holdings LLC spun-off and distributed to its equityholders (including the Thoma Bravo Funds), all of the equity interests of Compuware (this transaction is referred to as the “Compuware Spin-Off”);

•	Compuware distributed to us an amount equal to $265.0 million to partially or wholly cover the tax payable by us in connection with the Compuware Spin-Off, and all outstanding intercompany receivables and payables between Dynatrace or its subsidiaries, on the one hand, or Compuware and its subsidiaries, on the other hand, are extinguished; and

•	Dynatrace Holdings LLC converted into a Delaware corporation with the name of Dynatrace, Inc., and the unit holders of Dynatrace Holdings LLC became holders of shares of common stock of Dynatrace, Inc.

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(1)	Includes special purpose investment entities wholly owned by certain Thoma Bravo Funds.

(2)	Dynatrace Holdings LLC converted to a corporation with the name “Dynatrace, Inc.” on July 31, 2019.

(3)	Includes employee equityholders and other equityholders who invested alongside the Thoma Bravo Funds.

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(1)	Includes employee equityholders and other equityholders who invested alongside the Thoma Bravo Funds.

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•	each of our Named Executive Officers;

•	each of our directors;

•	all of our current directors and executive officers as a group;

•	each of the selling stockholders; and

•	each person known by us to be the beneficial owner of more than 5% of our common stock.

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*	Represents beneficial ownership of less than one percent of the outstanding shares of common stock.

(1)

Consists of 2,213,657 shares of common stock held directly by Mr. Van Siclen, 502,025 shares of common stock held by John W. Van Siclen 2019 Irrevocable Trust, 903,645 shares of common stock held by Nancy R. Van Siclen 2019 Irrevocable Trust and 7,531 shares of common stock held by Mr. Van Siclen’s son. Mr. Van Siclen may be deemed to have shared voting and investment power with respect to the shares of common stock held by his spouse. Concord Trust Company is the trustee of the Nancy R. Van Siclen 2019 Irrevocable Trust.

(2)	Consists of 682,133 shares of common stock held by The Kevin C. Burns Irrevocable Non-Grantor Trust of 2018, 99,999 shares of restricted stock held by The Kevin C. Burns Irrevocable Non-Grantor Trust of 2018, 119,076 shares of common stock held by

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(3)

Consists of 720,529 shares of common stock held directly by Mr. Pace, 145,834 shares of restricted stock held directly by Mr. Pace, 15,415 shares of common stock held by the Pace family 2018 Irrevocable Trust FBO Michael S. Pace, 15,415 shares of common stock held by the Pace family 2018 Irrevocable Trust FBO Natalie E. Pace, and 15,415 shares of common stock held by the Pace family 2018 Irrevocable Trust FBO Marc E. Pace. Rita A. Pace is the trustee of each of the Pace family 2018 Irrevocable Trust FBO Michael S. Pace, the Pace family 2018 Irrevocable Trust FBO Natalie E. Pace and the Pace family 2018 Irrevocable Trust FBO Marc E. Pace. As such, Mr. Pace may be deemed to have shared voting and investment power with respect to all of the shares of common stock and restricted stock held by such trusts.

(4)

Consists of 21,327,031 shares held directly by Thoma Bravo Fund X, L.P. (“TB Fund X”), 4,665,124 shares held directly by Thoma Bravo Fund X-A, L.P. (“TB Fund X-A”), 100,454,812 shares held directly by Thoma Bravo Fund XI, L.P. (“TB Fund XI”), 50,450,880 shares held directly by Thoma Bravo Fund XI-A, L.P. (“TB Fund XI-A”), 2,216,127 shares held directly by Thoma Bravo Executive Fund XI, L.P. (“TB Exec Fund”), 1,829,874 shares held directly by Thoma Bravo Special Opportunities Fund I, L.P. (“TB SOF”) and 13,481,315 shares held directly by Thoma Bravo Special Opportunities Fund I AIV, L.P. (“TB SOF AIV”). Thoma Bravo Partners X, L.P. (“TB Partners X”) is the general partner of each of TB Fund X, TB Fund X-A, TB SOF and TB SOF AIV. Thoma Bravo Partners XI, L.P. (“TB Partners XI”) is the general partner of each of TB Fund XI, TB Fund XI-A and TB Exec Fund. Thoma Bravo, LLC is the general partner of each of TB Partners X and TB Partners XI. By virtue of the relationships described in this footnote, Thoma Bravo, LLC may be deemed to exercise voting and dispositive power with respect to the shares held directly by TB Fund X, TB Fund X-A, TB Fund XI, TB Fund XI-A, TB Exec Fund, TB SOF and TB SOF AIV. The principal business address of the entities identified herein is c/o Thoma Bravo, LLC, 150 North Riverside Plaza, Suite 2800, Chicago, Illinois 60606.

(5)

J.P. Morgan Investment Management Inc. (“JPMIM”) is the investment adviser of PEG Direct Global Private Equity Institutional Investors V LLC, PEG U.S. Corporate Finance Institutional Offshore Investors V L.P. and PEG U.S. Direct Corporate Finance Institutional Investors V LLC. The address for each of the foregoing entities is c/o J.P. Morgan Asset Management, 320 Park Avenue, 15th Floor, New York, New York 10022. JPMIM holds voting and dispositive power over the shares held by each of these entities. JPMIM is an affiliate of J.P. Morgan Securities LLC, one of the underwriters of the offering as to which this prospectus relates. See the section entitled “Underwriting”.

(6)	Consists of selling stockholders not otherwise listed in this table who collectively own less than 1% of our common stock. Includes the number of shares that such selling stockholders have the right to acquire pursuant to equity awards that may be exercised within 60 days of November 4, 2019.

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•	incur additional indebtedness;

•	incur liens;

•	engage in mergers, consolidations, liquidations or dissolutions;

•	pay dividends and distributions on, or redeem, repurchase or retire our capital stock;

•	make investments, acquisitions, loans, or advances;

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•	create negative pledge or restrictions on the payment of dividends or payment of other amounts owed from subsidiaries;

•	sell, transfer or otherwise dispose of assets, including capital stock of subsidiaries;

•	make prepayments of material debt that is subordinated with respect to right of payment;

•	engage in certain transactions with affiliates;

•	modify certain documents governing material debt that is subordinated with respect to right of payment;

•	change our fiscal year; and

•	change our lines of business.

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•	600,000,000 shares are designated as common stock; and

•	50,000,000 shares are designated as preferred stock.

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•	beginning on the date of this prospectus, the 27,500,000 shares of common stock sold in this offering by the selling stockholders will be immediately available for sale to the public market;

•	beginning January 28, 2020, which is the 181st day after the date of the prospectus for our IPO, 8,855,686 shares held by existing stockholders prior to our IPO may be eligible for sale in the public market, none of which are held by affiliates and subject to the volume or other restrictions of Rule 144, as described below; and

•	beginning 90 days after the date of this prospectus, 201,416,751 additional shares of common stock will become eligible for sale in the public market, subject in some cases to the volume and other restrictions of Rule 144 and to certain other limits under the Exchange Act.

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•	1% of the number of shares of our capital stock then outstanding, which will equal 2,805,091 shares immediately after the completion of this offering; or

•	the average weekly trading volume of our common stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to such sale.

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•	banks, insurance companies or other financial institutions;

•	tax-exempt or governmental organizations;

•	dealers in securities or foreign currencies;

•	traders in securities that use the mark-to-market method of accounting for U.S. federal income tax purposes;

•	partnerships or other pass-through entities for U.S. federal income tax purposes or holders of interests therein;

•	persons deemed to sell our common stock under the constructive sale provisions of the Internal Revenue Code;

•	persons that acquired our common stock through the exercise of employee stock options or otherwise as compensation or through a tax-qualified retirement plan;

•	certain former citizens or long-term residents of the U.S.;

•	persons that hold our common stock as part of a straddle, appreciated financial position, synthetic security, hedge, conversion transaction or other integrated investment or risk reduction transaction; and

•	persons that own, or have owned, actually or constructively, more than 5% of our common stock.

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•	an individual who is a citizen or resident of the U.S.;

•	a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the U.S., any state thereof or the District of Columbia;

•	an estate the income of which is subject to U.S. federal income tax regardless of its source; or

•	a trust (i) the administration of which is subject to the primary supervision of a U.S. court and which has one or more U.S. persons who have the authority to control all substantial decisions of the trust or (ii) which has made a valid election under applicable U.S. Treasury regulations to be treated as a U.S. person.

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•	the non-U.S. holder is an individual who is present in the U.S. for a period or periods aggregating 183 days or more during the calendar year in which the sale or disposition occurs and certain other conditions are met;

•	the gain is effectively connected with a trade or business conducted by the non-U.S. holder in the U.S. (and, if required by an applicable income tax treaty, is attributable to a permanent establishment maintained by the non-U.S. holder in the U.S.); or

•	our common stock constitutes a United States real property interest by reason of our status as a United States real property holding corporation, or USRPHC, for U.S. federal income tax purposes.

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•	to any legal entity which is a qualified investor as defined under the Prospectus Regulation;

•	to fewer than 150 natural or legal persons (other than qualified investors as defined under the Prospectus Regulation), subject to obtaining the prior consent of the representatives for any such offer; or

•	in any other circumstances falling within Article 1(4) of the Prospectus Regulation;

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1.	Description of the Business

2.	Significant Accounting Policies

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1.	Identification of the contract, or contracts, with a customer

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2.	Identification of the performance obligations in the contract

3.	Determination of the transaction price

4.	Allocation of the transaction price to the performance obligations in the contract

5.	Recognition of revenue when, or as a performance obligation is satisfied

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•	Level 1: Observable inputs that reflect quoted prices for identical assets or liabilities in active markets;

•	Level 2: Observable inputs, other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and

•	Level 3: Unobservable inputs reflecting the Company’s own assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available.

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3.	Business Combinations

4.	Prepaid Expenses and Other Current Assets

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5.	Property and Equipment, Net

6.	Goodwill and Intangible Assets, net

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7.	Income Taxes

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8.	Accrued Expenses

9.	Long-term Debt

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10.	Restructuring Activities

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11.	Commitments and Contingencies

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12.	Member’s Deficit

13.	Share-based Compensation

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14.	Net Income (Loss) Per Share

15.	Related Party Transactions

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16.	Related Party Debt

17.	Employee Benefit Plan

18.	Geographic Information

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19.	Subsequent Events

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1.	Description of the Business

2.	Significant Accounting Policies

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3.	Revenue Recognition

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4.	Prepaid Expenses and Other Current Assets

5.	Goodwill and Other Intangible Assets, net

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6.	Income Taxes

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7.	Accrued Expenses

8.	Long-term Debt

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9.	Commitments and Contingencies

10.	Shareholders’ Equity

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11.	Share-based Compensation

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12.	Net Loss Per Share

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13.	Related Party Transactions

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14.	Related Party Debt

15.	Geographic Information

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