Statement of Changes in Beneficial Ownership (4)
August 19 2020 - 5:11PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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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1. Name and Address of Reporting Person
*
Burns Kevin C |
2. Issuer Name and Ticker or Trading Symbol
Dynatrace, Inc.
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DT
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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 |
(Last)
(First)
(Middle)
C/O DYNATRACE, INC., 1601 TRAPELO ROAD, SUITE 116 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
8/17/2020 |
(Street)
WALTHAM, MA 02451
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 8/17/2020 | | S(1) | | 3384 | D | $36.9906 (2) | 194428 | I | See Footnote (3) |
Common Stock | 8/17/2020 | | S(1) | | 76616 | D | $37.7415 (4) | 117812 | I | See Footnote (3) |
Common Stock | 8/17/2020 | | S(5) | | 3312 | D | $36.3764 | 85588 | D | |
Common Stock | | | | | | | | 50000 | I | See Footnote (6) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 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 |
Explanation of Responses: |
(1) | This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 13, 2019. |
(2) | The price reported in Column 4 represents a weighted average price. The shares were sold in multiple transactions at prices ranging from $36.35 to $37.33, 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) | Shares held by the Kevin C. Burns Irrevocable Non-Grantor Trust of 2018. Sandra Escher is the trustee of the Kevin C. Burns Irrevocable Non-Grantor 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. |
(4) | The price reported in Column 4 represents a weighted average price. The shares were sold in multiple transactions at prices ranging from $37.35 to $38.115, 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) | 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. |
(6) | 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. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Burns Kevin C C/O DYNATRACE, INC. 1601 TRAPELO ROAD, SUITE 116 WALTHAM, MA 02451 |
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| CFO and Treasurer |
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Signatures
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/s/ Craig Newfield, by power of attorney | | 8/19/2020 |
**Signature of Reporting Person | Date |
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