Dynatrace (DT) Form 4 Dynatrace / Kevin C Burns ownership change

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^*

Burns Kevin C

(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)
CFO and Treasurer

3. Date of Earliest Transaction (Month/Day/Year)
08/16/2021

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	08/16/2021		S(1)		2,574	D	$61.2769(2)	100,034	D
Common Stock	08/17/2021		S(3)		2,863	D	$61.5336(4)	97,171	D
Common Stock	08/17/2021		S(3)		119	D	$62.06	97,052	D
Common Stock	08/17/2021		S(3)		8,218	D	$61.5255(5)	88,834	D
Common Stock	08/17/2021		S(3)		410	D	$62.093(6)	88,424	D
Common Stock	08/17/2021		M(7)		18,500	A	$16	106,924	D
Common Stock	08/17/2021		S(7)		18,500	D	$61.4054(8)	88,424	D
Common Stock	08/17/2021		M(7)		7,388	A	$33.03	95,812	D
Common Stock	08/17/2021		S(7)		7,388	D	$61.9178(9)	88,424	D
Common Stock								10,000	I	See Footnote(10)

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	08/17/2021		M(7)			18,500	(11)	07/31/2029	Common Stock	18,500	$0	148,000	D
Stock Option (Right to Buy)	$33.03	08/17/2021		M(7)			7,388	(12)	05/15/2030	Common Stock	7,388	$0	81,261	D

Explanation of Responses:

1. Represents the number of shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of RSUs.

2. The price reported in Column 4 represents a weighted average price. The shares were sold in multiple transactions at prices ranging from $61.2747 to $61.2792, 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. This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 9, 2020.

4. The price reported in Column 4 represents a weighted average price. The shares were sold in multiple transactions at prices ranging from $60.9550 to $61.94, 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. The price reported in Column 4 represents a weighted average price. The shares were sold in multiple transactions at prices ranging from $61.01 to $61.94, 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.

6. The price reported in Column 4 represents a weighted average price. The shares were sold in multiple transactions at prices ranging from $62.06 to $62.11, 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. This exercise and sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 11, 2021.

8. The price reported in Column 4 represents a weighted average price. The shares were sold in multiple transactions at prices ranging from $60.88 to $61.78, 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.

9. The price reported in Column 4 represents a weighted average price. The shares were sold in multiple transactions at prices ranging from $61.78 to $62.14, 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.

10. Shares held by the Kevin C. Burns Irrevocable GST Trust of 2018. Judith Burns is the trustee of the Kevin C. Burns Irrevocable GST Trust of 2018. The Reporting Person may be deemed to have shared voting and investment power with respect to the shares held by such trust. The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

11. 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.

12. Stock options granted on May 15, 2020, 25% of which vested on May 15, 2021, with the remainder vesting in 12 equal quarterly installments thereafter.

Remarks:

	/s/ Sandra Escher, by power of attorney	08/17/2021
	** 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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