Form: 4

Statement of changes in beneficial ownership of securities

June 9, 2025

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*
Greifeneder Bernd

(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)
EVP, Chief Technology Officer
3. Date of Earliest Transaction (Month/Day/Year)
06/05/2025
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(1) 879,309(2) D
Common Stock(1) 456(3) I By Spouse
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
Restricted Stock Units (4) (5) (4) Common Stock 4,508 4,508(6) D
Restricted Stock Units (4) (7) (4) Common Stock 19,136 19,136(6) D
Restricted Stock Units (4) (8) (4) Common Stock 49,314 49,314(6) D
Performance Restricted Stock Units (Financial) (4) (9) (4) Common Stock 4,798 4,798(6) D
Performance Restricted Stock Units (Financial) (4) (10) (4) Common Stock 26,023 26,023(6) D
Performance Restricted Stock Units (Financial) (4) (11) (4) Common Stock 38,464 38,464(6) D
Performance Restricted Stock Units (rTSR) (4) (12) (4) Common Stock 9,034 9,034(6) D
Stock Option (Right to Buy) $16 (13) 07/31/2029 Common Stock 243,000 243,000 D
Stock Option (Right to Buy) $33.03 (14) 05/15/2030 Common Stock 106,400 106,400 D
Restricted Stock Units (4) (15) (4) Common Stock 154 154(6) I By Spouse
Restricted Stock Units (4) (16) (4) Common Stock 96 96(6) I By Spouse
Restricted Stock Units (4) (17) (4) Common Stock 1,394 1,394(6) I By Spouse
Explanation of Responses:
1. This Form 4 is being voluntarily filed to report the moving of unvested restricted stock units previously reported in Table I to Table II. No transactions are being reported in this Form 4.
2. Reflects a decrease of 151,280 shares of the Issuer's Common Stock representing unvested restricted stock units that were previously reported in Table I. 151,277 of these restricted stock units are being reported in Table II of this Form 4 as derivative securities. The total number of units being reported in Table II has been reduced by 3 units to correct an inadvertent error in the number of shares reported in the Reporting Person's Form 4 filed on June 4, 2024.
3. Reflects a decrease of 1,644 shares of the Issuer's Common Stock representing unvested restricted stock units that were previously reported in Table I. All of these restricted stock units are being reported in Table II of this Form 4 as derivative securities.
4. Each restricted stock unit represents a contingent right to receive one share of the Issuer's Common Stock. The restricted stock units do not expire. They either vest or are cancelled prior to the vesting date.
5. As previously reported on June 7, 2022, these RSUs were granted on June 5, 2022. 33% of the RSUs granted vested on June 5, 2023 and the balance of the RSUs vest in equal quarterly installments thereafter until fully vested on June 5, 2025, subject to the Reporting Person's continued employment on the applicable vesting dates.
6. These restricted stock units were previously reported in Table I and are now reported in Table II.
7. As previously reported on June 7, 2023, these RSUs were granted on June 5, 2023. 33% of the RSUs granted vested on June 5, 2024 and the balance of the RSUs vest in equal quarterly installments thereafter until fully vested on June 5, 2026, subject to the Reporting Person's continued employment on the applicable vesting dates.
8. As previously reported on June 7, 2024, these RSUs were granted on June 5, 2024. 33% of the RSUs granted vest on June 5, 2025 and the balance of the RSUs vest in equal quarterly installments thereafter until fully vested on June 5, 2027, subject to the Reporting Person's continued employment on the applicable vesting dates.
9. As previously reported on May 19, 2023, these restricted stock units based on financial performance ("Financial PSUs") were granted on June 5, 2022 and earned following certification by the Compensation Committee of the Board of Directors of the Issuer (the "Compensation Committee") of certain financial performance results for the Issuer's fiscal year 2023 that started on April 1, 2022 and ended on March 31, 2023. 33% of the Financial RSUs granted vested on June 5, 2023 and the balance of the RSUs vest in equal quarterly installments thereafter until fully vested on June 5, 2025, subject to the Reporting Person's continued employment on the applicable vesting dates.
10. As previously reported on June 7, 2024, these Financial PSUs were granted on June 5, 2023 and earned following certification by the Compensation Committee of certain financial performance results for the Issuer's fiscal year 2024 that started on April 1, 2023 and ended on March 31, 2024. 33% of the Financial RSUs granted vested on June 5, 2024 and the balance of the RSUs vest in equal quarterly installments thereafter until fully vested on June 5, 2026, subject to the Reporting Person's continued employment on the applicable vesting dates.
11. As previously reported on May 28, 2025, these Financial PSUs were granted on June 5, 2024 and earned following certification by the Compensation Committee of certain financial performance results for the Issuer's fiscal year 2025 that started on April 1, 2024 and ended on March 31, 2025. 33% of the RSUs granted vest on June 5, 2025 and the balance of the RSUs vest in equal quarterly installments thereafter until fully vested on June 5, 2027, subject to the Reporting Person's continued employment on the applicable vesting dates.
12. As previously reported on May 28, 2025, these restricted stock units based on relative total stockholder return ("rTSR PSUs") were granted on June 5, 2024 and earned following certification by the Compensation Committee of certain performance conditions related to relative total stockholder return for the one year performance period that started on April 1, 2024 and ended on March 31, 2025. All of these rTSR PSUs vest on June 5, 2025, subject to the Reporting Person's continued employment on the vesting date.
13. As previously reported on August 2, 2019, these stock options were granted on July 31, 2019. 25% of these stock options vested and became exercisable on July 31, 2020 with the balance vesting in 12 equal quarterly installments thereafter.
14. As previously reported on May 19, 2020, these stock options were granted on May 15, 2020. 25% of these stock options vested and became exercisable on May 15, 2021 with the balance vesting in 12 equal quarterly installments thereafter.
15. As previously reported on October 13, 2023, these RSUs were granted on June 5, 2023. 33% of the RSUs granted vested on June 5, 2024 and the balance of the RSUs vest in equal quarterly installments thereafter until fully vested on June 5, 2026, subject to the Reporting Person's spouse's continued employment on the applicable vesting dates.
16. As previously reported on October 13, 2023, these RSUs were granted on June 15, 2023. 33% of the RSUs granted vested on June 5, 2024 and the balance of the RSUs vest in equal quarterly installments thereafter until fully vested on June 5, 2026, subject to the Reporting Person's spouse's continued employment on the applicable vesting dates.
17. As previously reported on June 7, 2024, these RSUs were granted on June 5, 2024. 33% of the RSUs granted vest on June 5, 2025 and the balance of the RSUs vest in equal quarterly installments thereafter until fully vested on June 5, 2027, subject to the Reporting Person's spouse's continued employment on the applicable vesting dates.
Remarks:
This Form 4 discloses the Reporting Person's beneficially owned securities of the Issuer as of immediately prior to the vestings and other events from June 5, 2025 to be reported on a separately filed Form 4.
/s/ Marc Gold, by power of attorney 06/09/2025
** 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).

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