Form: 4

Statement of changes in beneficial ownership of securities

February 3, 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).
1. Name and Address of Reporting Person*
Pace Stephen J.

(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)
Chief Revenue Officer
3. Date of Earliest Transaction (Month/Day/Year)
02/03/2023
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 02/03/2023 S(1) 2,730 D $45.7477(2) 130,360(3) D
Common Stock 02/03/2023 S(1) 5,120 D $46.2859(4) 125,240 D
Common Stock 02/03/2023 M(5) 39,530 A $16 164,770 D
Common Stock 02/03/2023 S(5) 11,149 D $45.7068(6) 153,621 D
Common Stock 02/03/2023 S(5) 28,381 D $46.2706(7) 125,240 D
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) $16 02/03/2023 M(5) 39,530 (8) 07/31/2029 Common Stock 39,530 $0 47,436 D
Explanation of Responses:
1. This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 14, 2022.
2. The price reported in Column 4 represents a weighted average price. The shares were sold in multiple transactions at prices ranging from $45.03 to $46.02, 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.
3. The number of securities reported reflects the acquisition on December 5, 2022 of 1 share of Dynatrace, Inc. common stock pursuant to the Dynatrace Inc. Employee Stock Purchase Plan ("ESPP") for the ESPP offering period of May 31, 2022 through December 5, 2022.
4. The price reported in Column 4 represents a weighted average price. The shares were sold in multiple transactions at prices ranging from $46.075 to $46.70, 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.
5. This exercise and sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 14, 2022.
6. The price reported in Column 4 represents a weighted average price. The shares were sold in multiple transactions at prices ranging from $45.00 to $45.99, 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.
7. The price reported in Column 4 represents a weighted average price. The shares were sold in multiple transactions at prices ranging from $46.00 to $46.81, 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.
8. Stock options granted on July 31, 2019, 25% of which vested on August 15, 2020, with the remainder vesting in 12 equal quarterly installments thereafter.
Remarks:
/s/ Anne-Celine-Woelk, by power of attorney 02/03/2023
** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.