Dynatrace, Inc. — Director's Dealing 2022

May 19, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Dynatrace, Inc. (DT)
CIK: 0001773383
Period of Report: 2022-05-16

Reporting Person: Burns Kevin C (CFO and Treasurer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-05-16	Common Stock	S	4233	$34.2635	Disposed	76863	Direct
2022-05-16	Common Stock	A	40652	—	Acquired	117515	Direct
2022-05-16	Common Stock	A	31639	—	Acquired	149154	Direct
2022-05-17	Common Stock	S	17464	$34.01	Disposed	131690	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	10000	Indirect

Footnotes

F1: 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.

F2: The price reported in Column 4 represents a weighted average price. The shares were sold in multiple transactions at prices ranging from $34.2585 to $34.2712, 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.

F3: 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.

F4: 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.

F5: 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.

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.