Dynatrace Inc.

09/09/2025 | Press release | Distributed by Public on 09/09/2025 17:57

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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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OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Yates Daniel S.
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)
SVP, Chief Accounting Officer
(Last) (First) (Middle)
C/O DYNATRACE, INC., 280 CONGRESS STREET, 11TH FLOOR
3. Date of Earliest Transaction (Month/Day/Year)
09/05/2025
(Street)
BOSTON, MA 02210
4. If Amendment, Date 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
(City) (State) (Zip)
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 09/05/2025 M(1) 561 A (1) 23,116 D
Common Stock 09/05/2025 F(2) 272 D $50 22,844 D
Common Stock 09/05/2025 M(1) 718 A (1) 23,562 D
Common Stock 09/05/2025 F(2) 348 D $50 23,214 D
Common Stock 09/05/2025 M(1) 2,410 A (1) 25,624 D
Common Stock 09/05/2025 F(2) 1,049 D $50 24,575 D
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)
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 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Performance Restricted Stock Units (Financial) (1) 09/05/2025 M 561 (3) (1) Common Stock 561 $ 0 3,919 D
Restricted Stock Units (1) 09/05/2025 M 718 (4) (1) Common Stock 718 $ 0 5,028 D
Performance Restricted Stock Units (Financial) (1) 09/05/2025 M 2,410 (5) (1) Common Stock 2,410 $ 0 7,228 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Yates Daniel S.
C/O DYNATRACE, INC.
280 CONGRESS STREET, 11TH FLOOR
BOSTON, MA 02210
SVP, Chief Accounting Officer

Signatures

/s/ Marc Gold, by power of attorney 09/09/2025
**Signature of Reporting Person Date

Explanation of Responses:

* 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 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.
(2) Shares withheld by the Issuer to satisfy the Reporting Person's tax withholding obligations upon the vesting of restricted stock units.
(3) Represents the vesting of restricted stock units based on financial performance ("Financial PSUs") granted on June 5, 2024. 33% of the Financial PSUs granted vested on June 5, 2025 and the balance of Financial PSUs 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.
(4) Represents the vesting of time-based restricted stock units ("RSUs") granted on June 5, 2024. 33% of the RSUs granted vested 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.
(5) Represents the vesting of Financial PSUs granted on October 15, 2023. 33% of the Financial PSUs granted vested on June 5, 2024 and the balance of the Financial PSUs 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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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