4: Statement of changes in beneficial ownership of securities
Published on June 9, 2025
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIPFiled 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Dynatrace, Inc. [ DT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/05/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| 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) | |||
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| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock(1) | 72,933(2) | D | ||||||||
| Common Stock | 500 | I | See Footnote(3) | |||||||
| 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) | ||||
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (4) | (5) | (4) | Common Stock | 10,550 | 10,550(6) | D | ||||||||
| Restricted Stock Units | (4) | (7) | (4) | Common Stock | 13,523 | 13,523(6) | D | ||||||||
| Restricted Stock Units | (4) | (8) | (4) | Common Stock | 63,037 | 63,037(6) | D | ||||||||
| Restricted Stock Units | (4) | (9) | (4) | Common Stock | 176,887 | 176,887(6) | D | ||||||||
| Performance Restricted Stock Units (Financial) | (4) | (10) | (4) | Common Stock | 14,393 | 14,393(6) | D | ||||||||
| Performance Restricted Stock Units (Financial) | (4) | (11) | (4) | Common Stock | 85,729 | 85,729(6) | D | ||||||||
| Performance Restricted Stock Units (Financial) | (4) | (12) | (4) | Common Stock | 137,971 | 137,971(6) | D | ||||||||
| Performance Restricted Stock Units (rTSR) | (4) | (13) | (4) | Common Stock | 32,405 | 32,405(6) | D | ||||||||
| 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 534,004 shares of the Issuer's Common Stock representing unvested restricted stock units that were previously reported in Table I. 534,495 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 9 units to correct an inadvertent error in the number of shares reported in the Reporting Person's Form 4 filed on June 6, 2024. |
| 3. Shares held by the Anne Marie McConnell Trust dated July 16, 2021, for which the Reporting Person's spouse is the sole trustee. The Reporting Person disclaims Section 16 beneficial ownership of the shares except to the extent of his pecuniary interest, if any, therein, and nothing contained in this report shall be deemed an admission that the Reporting Person is the beneficial owner of any of the shares for Section 16 purposes or otherwise. |
| 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 December 13, 2021, these time-based restricted stock units ("RSUs") were granted on December 13, 2021. 50% of the RSUs granted vested in two equal installments on November 15, 2022 and November 15, 2023. For the remaining 50% of the RSUs granted, 25% vested on November 15, 2022 and the balance vests in equal quarterly installments thereafter until fully vested on November 15, 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, 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. |
| 8. 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. |
| 9. 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. |
| 10. 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. |
| 11. 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. |
| 12. 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. |
| 13. 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. |
| 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).
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.