11/18/2025 | Press release | Distributed by Public on 11/18/2025 17:24
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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 of Derivative Security: 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 | (1) | 11/15/2025 | M | 5,275 | (4) | (1) | Common Stock | 5,275 | $ 0 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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MCCONNELL RICK M C/O DYNATRACE, INC. 280 CONGRESS STREET, 11TH FLOOR BOSTON, MA 02210 |
X | Chief Executive Officer | ||
| /s/ Marc Gold, by power of attorney | 11/18/2025 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Common Stock. The RSUs do not expire. They either vest or are cancelled prior to the vesting date. |
| (2) | Shares withheld by the Issuer to satisfy the Reporting Person's tax withholding obligations upon the vesting of RSUs. |
| (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) | Represents the vesting of RSUs 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 vested in equal quarterly installments thereafter until fully vested on November 15, 2025. |