Dynatrace, Inc. — Director's Dealing 2020

May 20, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Dynatrace, Inc. (DT)
CIK: 0001773383
Period of Report: 2020-05-15

Reporting Person: Burns Kevin C (CFO and Treasurer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-05-15	Common Stock	A	44900	—	Acquired	88900	Direct
2020-05-18	Common Stock	S	22986	$34.2363	Disposed	504982	Indirect
2020-05-18	Common Stock	S	57014	$34.8204	Disposed	447968	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-05-15	Stock Option (Right to Buy)	$33.03	A	118200	Acquired	2030-05-15	Common Stock (118200.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	125000	Indirect

Footnotes

F1: Consists of Restricted Stock Units ("RSUs") granted under the Dynatrace, Inc. 2019 Equity Incentive Plan on May 15, 2020. Each RSU represents the right to receive one share of Common Stock, 25% of which shall vest on May 15, 2021, with the remainder vesting in 12 equal quarterly installments thereafter.

F2: This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 13, 2019.

F3: The price reported in Column 4 represents a weighted average price. The shares were sold in multiple transactions at prices ranging from $33.61 to $34.605, 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.

F4: 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.

F5: The price reported in Column 4 represents a weighted average price. The shares were sold in multiple transactions at prices ranging from $34.615 to $34.99, 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.

F6: 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.

F7: Stock options granted under the Dynatrace, Inc. 2019 Equity Incentive Plan on May 15, 2020, 25% of which shall vest and become exercisable on May 15, 2021, with the remainder vesting in 12 equal quarterly installments thereafter.