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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Burns Kevin C (Last) (First) (Middle) C/O DYNATRACE, INC. 1601 TRAPELO ROAD, SUITE 116 (Street) WALTHAM MA 02451 (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 10% Owner X Officer (give title below) Other (specify below) CFO and Treasurer
	3. Date of Earliest Transaction (Month/Day/Year) 05/15/2020
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person 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	05/15/2020		A		44,900(1)	A	$0	88,900	D
Common Stock	05/18/2020		S(2)		22,986	D	$34.2363(3)	504,982	I	See Footnote(4)
Common Stock	05/18/2020		S(2)		57,014	D	$34.8204(5)	447,968	I	See Footnote(4)
Common Stock								125,000	I	See Footnote(6)

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
Stock Option (Right to Buy)	$33.03	05/15/2020		A		118,200		(7)	05/15/2030	Common Stock	118,200	$0	118,200	D

Explanation of Responses:

1. Consists of Restricted Stock Units ("RSUs") granted under the Dynatrace, Inc. 2019 Equity Incentive Plan on May 15, 2020. Each RSU represents the right to receive one share of Common Stock, 25% of which shall vest on May 15, 2021, with the remainder vesting in 12 equal quarterly installments thereafter.

2. This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 13, 2019.

3. The price reported in Column 4 represents a weighted average price. The shares were sold in multiple transactions at prices ranging from $33.61 to $34.605, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.

4. Shares held by the Kevin C. Burns Irrevocable Non-Grantor Trust of 2018. Sandra Escher is the trustee of the Kevin C. Burns Irrevocable Non-Grantor Trust of 2018. The Reporting Person may be deemed to have shared voting and investment power with respect to the shares held by such trust. The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

5. The price reported in Column 4 represents a weighted average price. The shares were sold in multiple transactions at prices ranging from $34.615 to $34.99, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.

6. Shares held by the Kevin C. Burns Irrevocable GST Trust of 2018. Judith Burns is the trustee of the Kevin C. Burns Irrevocable GST Trust of 2018. The Reporting Person may be deemed to have shared voting and investment power with respect to the shares held by such trust. The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

7. Stock options granted under the Dynatrace, Inc. 2019 Equity Incentive Plan on May 15, 2020, 25% of which shall vest and become exercisable on May 15, 2021, with the remainder vesting in 12 equal quarterly installments thereafter.

Remarks:

	/s/ Craig Newfield, by power of attorney	05/19/2020
	** 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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