Dynatrace (DT) Form 4 Dynatrace / Bernd Greifeneder 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^*

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)
SVP, Chief Technology Officer

3. Date of Earliest Transaction (Month/Day/Year)
05/16/2022

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	05/16/2022		S(1)		6,927	D	$34.2707(2)	856,942	D
Common Stock	05/16/2022		A(3)		10,558	A	$0	867,500	D
Common Stock	05/16/2022		A(4)		35,873	A	$0	903,373	D
Common Stock	05/17/2022		S(5)		10,796	D	$34.01	892,577	D

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

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 $34.2672 to $34.2728, 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. Represents shares earned upon the vesting and settlement of one third of PSUs granted on May 15, 2021, upon certification of performance results by the Compensation Committee based on the achievements of certain operational metrics for the year ended March 31, 2022. These PSUs were awarded under the Company's 2019 Equity Incentive Plan and the remaining PSUs will vest in two equal yearly installments, subject to the achievements of pre-established metrics for each fiscal year ending March 31, 2023 and March 31, 2024.

4. Represents shares earned under the Performance Stock Units ("PSUs") granted on May 15, 2021, upon certification of performance results by the Compensation Committee based on the achievements of certain operational metrics for the year ended March 31, 2022. The PSUs were awarded under the Company's 2019 Equity Incentive Plan, 25% of the earned PSUs vested on May 16, 2022 and the remaining 75% will vest in equal quarterly installments over the subsequent three years, subject to continued employment.

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

Remarks:

	/s/ Craig Newfield, by power of attorney	05/18/2022
	** 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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