Sec Form 4 Filing - THOMA BRAVO UGP, LLC @ Dynatrace, Inc. - 2023-12-01

Insider filing report for Changes in Beneficial Ownership
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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
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
THOMA BRAVO UGP, LLC
2. Issuer Name and Ticker or Trading Symbol
Dynatrace, Inc. [ DT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O THOMA BRAVO, L.P., 110 N. WACKER DRIVE, 32ND FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
12/01/2023
(Street)
CHICAGO, IL60606
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 12/01/2023 J( 1 ) 3,032,740 D 30,357,273 ( 2 ) ( 3 ) I ( 4 ) See footnote ( 4 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
THOMA BRAVO UGP, LLC
C/O THOMA BRAVO, L.P.
110 N. WACKER DRIVE, 32ND FLOOR
CHICAGO, IL60606
X
THOMA BRAVO PARTNERS X, L.P.
C/O THOMA BRAVO, L.P.
110 N. WACKER DRIVE, 32ND FLOOR
CHICAGO, IL60606
X
THOMA BRAVO PARTNERS XI, L.P.
C/O THOMA BRAVO, L.P.
110 N. WACKER DRIVE, 32ND FLOOR
CHICAGO, IL60606
X
THOMA BRAVO FUND X, L.P.
C/O THOMA BRAVO, L.P.
110 N. WACKER DRIVE, 32ND FLOOR
CHICAGO, IL60606
X
THOMA BRAVO FUND X-A, L.P.
C/O THOMA BRAVO, L.P.
110 N. WACKER DRIVE, 32ND FLOOR
CHICAGO, IL60606
X
THOMA BRAVO SPECIAL OPPORTUNITIES FUND I, L.P.
C/O THOMA BRAVO, L.P.
110 N. WACKER DRIVE, 32ND FLOOR
CHICAGO, IL60606
X
THOMA BRAVO SPECIAL OPPORTUNITIES FUND I AIV, L.P.
C/O THOMA BRAVO, L.P.
110 N. WACKER DRIVE, 32ND FLOOR
CHICAGO, IL60606
X
THOMA BRAVO FUND XI, L.P.
C/O THOMA BRAVO, L.P.
110 N. WACKER DRIVE, 32ND FLOOR
CHICAGO, IL60606
X
THOMA BRAVO FUND XI-A, L.P.
C/O THOMA BRAVO, L.P.
110 N. WACKER DRIVE, 32ND FLOOR
CHICAGO, IL60606
X
THOMA BRAVO EXECUTIVE FUND XI, L.P.
C/O THOMA BRAVO, L.P.
110 N. WACKER DRIVE, 32ND FLOOR
CHICAGO, IL60606
X
Signatures
/s/ Seth Boro, Managing Partner of Thoma Bravo UGP, LLC 12/04/2023
Signature of Reporting Person Date
/s/ Seth Boro, Managing Partner of Thoma Bravo Partners X, L.P. 12/04/2023
Signature of Reporting Person Date
/s/ Seth Boro, Managing Partner of Thoma Bravo Partners XI, L.P. 12/04/2023
Signature of Reporting Person Date
/s/ Seth Boro, Managing Partner of Thoma Bravo Partners X, L.P., the general partner of Thoma Bravo Fund X, L.P. 12/04/2023
Signature of Reporting Person Date
/s/ Seth Boro, Managing Partner of Thoma Bravo Partners X, L.P., the general partner of Thoma Bravo Fund X-A, L.P. 12/04/2023
Signature of Reporting Person Date
/s/ Seth Boro, Managing Partner of Thoma Bravo Partners X, L.P., the general partner of Thoma Bravo Special Opportunities Fund I, L.P. 12/04/2023
Signature of Reporting Person Date
/s/ Seth Boro, Managing Partner of Thoma Bravo Partners X, L.P., the general partner of Thoma Bravo Special Opportunities Fund I AIV, L.P. 12/04/2023
Signature of Reporting Person Date
/s/ Seth Boro, Managing Partner of Thoma Bravo Partners XI, L.P., the general partner of Thoma Bravo Fund XI, L.P. 12/04/2023
Signature of Reporting Person Date
/s/ Seth Boro, Managing Partner of Thoma Bravo Partners XI, L.P., the general partner of Thoma Bravo Fund XI-A, L.P. 12/04/2023
Signature of Reporting Person Date
/s/ Seth Boro, Managing Partner of Thoma Bravo Partners XI, L.P., the general partner of Thoma Bravo Executive Fund XI, L.P. 12/04/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents a distribution of (i) 187,917 shares held directly by Thoma Bravo Special Opportunities Fund I AIV, L.P. ("TB SOF AIV"), 26,159 shares held directly by Thoma Bravo Special Opportunities Fund I, L.P. ("TB SOF"), 364,529 shares held directly by Thoma Bravo Fund X, L.P. ("TB Fund X") and 63,461 shares held directly by Thoma Bravo Fund X-A, L.P. ("TB Fund X-A"), in each case to Thoma Bravo Partners X, L.P. ("TB Partners X"), and (ii) 30,172 shares held directly by Thoma Bravo Executive Fund XI, L.P. ("TB Exec Fund"), 1,706,709 shares held directly by Thoma Bravo Fund XI, L.P. ("TB Fund XI"), and 653,793 shares held directly by Thoma Bravo Fund XI-A, L.P. ("TB Fund XI-A"), in each case to Thoma Bravo Partners XI, L.P. ("TB Partners XI").
( 2 )After giving effect to the distribution reported on this statement, consists of 2,714,720 shares held directly by TB Fund X, 593,825 shares held directly by TB Fund X-A, 12,786,903 shares held directly by TB Fund XI, 6,421,895 shares held directly by TB Fund XI-A, 282,090 shares held directly by TB Exec Fund, 232,926 shares held directly by TB SOF, 1,716,037 shares held directly by TB SOF AIV, 1,187,612 shares held directly by TB Partners X, and 4,421,265 shares held directly by TB Partners XI.
( 3 )The shares of Common Stock held by the Reporting Persons are subject to customary lock-up restrictions until 90 days from November 15, 2023.
( 4 )TB Partners X is the general partner of each of TB Fund X, TB Fund X-A, TB SOF and TB SOF AIV. TB Partners XI is the general partner of each of TB Fund XI, TB Fund XI-A and TB Exec Fund. Thoma Bravo UGP, LLC is the ultimate managing member of TB Partners X and TB Partners XI. By virtue of the relationships described in this footnote, Thoma Bravo UGP, LLC may be deemed to exercise voting and dispositive power with respect to the shares held by TB Fund X, TB Fund X-A, TB SOF, TB SOF AIV, TB Fund XI, TB Fund XI-A, TB Exec Fund, TB Partners X and TB Partners XI. Each of TB Partners X, TB Partners XI and Thoma Bravo UGP, LLC disclaims beneficial ownership of the shares owned by TB Fund X, TB Fund X-A, TB SOF, TB SOF AIV, TB Fund XI, TB Fund XI-A and TB Exec Fund except to the extent of its pecuniary interest therein.

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