UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)*
Dynatrace, Inc.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
268150109
(CUSIP Number)
December 31, 2023
(Date of Event Which Requires Filing of this Statement)
Check the Appropriate Box to Designate the Rule Pursuant to Which this Schedule Is Filed:
| ☐ | Rule 13d-1(b) |
| ☐ | Rule 13d-1(c) |
| ☒ | Rule 13d-1(d) |
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| 1. | Names of Reporting Persons
Thoma Bravo Fund X, L.P. | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
Number of Shares Beneficially Owned By Each Reporting Person With | 5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
2,714,720 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
2,714,720 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
2,714,720 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
*(1) | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | Beneficial ownership representing less than 1% is denoted with an asterisk (*). Calculated based on 294,394,482 shares of common stock, $0.001 par value per share (“Common Stock”), outstanding as of October 31, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on November 2, 2023. |
| 1. | Names of Reporting Persons
Thoma Bravo Fund X-A, L.P. | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
Number of Shares Beneficially Owned By Each Reporting Person With | 5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
593,825 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
593,825 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
593,825 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
*(1) | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | Beneficial ownership representing less than 1% is denoted with an asterisk (*). Calculated based on 294,394,482 shares of Common Stock outstanding as of October 31, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 2, 2023. |
| 1. | Names of Reporting Persons
Thoma Bravo Special Opportunities Fund I, L.P. | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
Number of Shares Beneficially Owned By Each Reporting Person With | 5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
232,926 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
232,926 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
232,926 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
*(1) | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | Beneficial ownership representing less than 1% is denoted with an asterisk (*). Calculated based on 294,394,482 shares of Common Stock outstanding as of October 31, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 2, 2023. |
| 1. | Names of Reporting Persons
Thoma Bravo Special Opportunities Fund I AIV, L.P. | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
Number of Shares Beneficially Owned By Each Reporting Person With | 5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
1,716,037 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
1,716,037 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
1,716,037 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
*(1) | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | Beneficial ownership representing less than 1% is denoted with an asterisk (*). Calculated based on 294,394,482 shares of Common Stock outstanding as of October 31, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 2, 2023. |
| 1. | Names of Reporting Persons
Thoma Bravo Fund XI, L.P. | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
Number of Shares Beneficially Owned By Each Reporting Person With | 5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
12,786,903 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
12,786,903 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
12,786,903 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
4.34%(1) | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | Calculated based on 294,394,482 shares of Common Stock outstanding as of October 31, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 2, 2023. |
| 1. | Names of Reporting Persons
Thoma Bravo Fund XI-A, L.P. | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
Number of Shares Beneficially Owned By Each Reporting Person With | 5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
6,421,895 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
6,421,895 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
6,421,895 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
2.18%(1) | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | Calculated based on 294,394,482 shares of Common Stock outstanding as of October 31, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 2, 2023. |
| 1. | Names of Reporting Persons
Thoma Bravo Executive Fund XI, L.P. | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
Number of Shares Beneficially Owned By Each Reporting Person With | 5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
282,090 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
282,090 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
282,090 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
*(1) | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | Beneficial ownership representing less than 1% is denoted with an asterisk (*). Calculated based on 294,394,482 shares of Common Stock outstanding as of October 31, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 2, 2023. |
| 1. | Names of Reporting Persons
Thoma Bravo Partners X, L.P. | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
Number of Shares Beneficially Owned By Each Reporting Person With | 5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
6,445,120 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
6,445,120 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
6,445,120 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
2.19%(1) | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | Calculated based on 294,394,482 shares of Common Stock outstanding as of October 31, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 2, 2023. |
| 1. | Names of Reporting Persons
Thoma Bravo Partners XI, L.P. | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
Number of Shares Beneficially Owned By Each Reporting Person With | 5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
23,912,153 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
23,912,153 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
23,912,153 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
8.12%(1) | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | Calculated based on 294,394,482 shares of Common Stock outstanding as of October 31, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 2, 2023. |
| 1. | Names of Reporting Persons
Thoma Bravo UGP, LLC | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
Number of Shares Beneficially Owned By Each Reporting Person With | 5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
30,357,273 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
30,357,273 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
30,357,273 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
10.31%(1) | |||||
| 12. | Type of Reporting Person (See Instructions)
OO | |||||
| (1) | Calculated based on 294,394,482 shares of Common Stock outstanding as of October 31, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 2, 2023. |
| Item 1(a). | Name of Issuer |
Dynatrace, Inc. (the “Issuer”)
| Item 1(b). | Address of the Issuer’s Principal Executive Offices |
1601 Trapelo Road, Suite 116
Waltham, MA 02451
| Item 2(a). | Names of Persons Filing |
This statement is being jointly filed by each of the entities below pursuant to Rule 13d-1(k) promulgated by the Securities and Exchange Commission pursuant to Section 13 of the Act, all of whom together are referred to herein as the “Reporting Persons”:
| (i) | Thoma Bravo Fund X, L.P. (“TB Fund X”) |
| (ii) | Thoma Bravo Fund X-A, L.P. (“TB Fund X-A”) |
| (iii) | Thoma Bravo Special Opportunities Fund I, L.P. (“TB SOF”) |
| (iv) | Thoma Bravo Special Opportunities Fund I AIV, L.P. (“TB SOF AIV”) |
| (v) | Thoma Bravo Fund XI, L.P. (“TB Fund XI”) |
| (vi) | Thoma Bravo Fund XI-A, L.P. (“TB Fund XI-A”) |
| (vii) | Thoma Bravo Executive Fund XI, L.P. (“TB Exec Fund” and, together with each of the foregoing, the “TB Funds”) |
| (viii) | Thoma Bravo Partners X, L.P. (“TB Partners X”) |
| (ix) | Thoma Bravo Partners XI, L.P. (“TB Partners XI”) |
| (x) | Thoma Bravo UGP, LLC |
The Reporting Persons have entered into a Joint Filing Agreement, dated February 16, 2021, a copy of which is attached as Exhibit A to this Schedule 13G, pursuant to which the Reporting Persons agreed to file this Schedule 13G and any amendments thereto jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act.
| Item 2(b). | Address of the Principal Business Office, or if none, Residence |
c/o Thoma Bravo, L.P.
110 N. Wacker Drive 32nd Floor
Chicago, IL 60606
| Item 2(c). | Citizenship |
See responses to Item 4 on each cover page.
| Item 2(d). | Title of Class of Securities |
Common Stock, $0.001 par value
| Item 2(e). | CUSIP Number |
268150109
| Item 3. | If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a (n): |
Not Applicable
| Item 4. | Ownership |
| (a) | Amount beneficially owned: |
See responses to Item 9 on each cover page.
| (b) | Percent of Class: |
See responses to Item 11 on each cover page.
| (c) | Number of shares as to which the Reporting Person has: |
| (i) | Sole power to vote or to direct the vote: |
See responses to Item 5 on each cover page.
| (ii) | Shared power to vote or to direct the vote: |
See responses to Item 6 on each cover page.
| (iii) | Sole power to dispose or to direct the disposition of: |
See responses to Item 7 on each cover page.
| (iv) | Shared power to dispose or to direct the disposition of: |
See responses to Item 8 on each cover page.
The reported securities are held directly 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. TB Partners X is the general partner of each of TB Fund X, TB Fund X-A, TB SOF, and TB SOF AIV, and therefore may be deemed to beneficially own the shares held directly by 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, and therefore may be deemed to beneficially own the shares held directly by TB Fund XI, TB Fund XI-A, and TB Exec Fund. Thoma Bravo UGP, LLC is the ultimate general partner of each of TB Partners X and TB Partners XI, and therefore may be deemed to beneficially own the securities held directly by the TB Funds, TB Partners X, and TB Partners XI.
Pursuant to Rule 13d-4 of the Act, the Reporting Persons expressly declare that the filing of this statement shall not be construed as an admission that any such person is, for the purposes of Section 13(d) and/or Section 13(g) of the Act or otherwise, the beneficial owner of any securities covered by this statement held by any other person. The Reporting Persons expressly disclaim that they have agreed to act as a group other than as described in this Schedule 13G.
| Item 5. | Ownership of Five Percent or Less of a Class |
Not Applicable.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
Not Applicable.
| Item 7 | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company |
Not Applicable.
| Item 8. | Identification and Classification of Members of the Group |
Not Applicable.
| Item 9. | Notice of Dissolution of Group |
Not Applicable
| Item 10. | Certification |
Not Applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 2, 2024
| THOMA BRAVO FUND X, L.P. | ||
By: Thoma Bravo Partners X, L.P. | ||
Its: General Partner | ||
By: Thoma Bravo UGP X, LLC | ||
Its: General Partner | ||
By: Thoma Bravo UGP, LLC | ||
Its: Managing Member | ||
By: | /s/ Seth Boro | |
Name: | Seth Boro | |
Title: | Managing Partner | |
| THOMA BRAVO FUND X-A, L.P. | ||
By: Thoma Bravo Partners X, L.P. | ||
Its: General Partner | ||
By: Thoma Bravo UGP X, LLC | ||
Its: General Partner | ||
By: Thoma Bravo UGP, LLC | ||
Its: Managing Member | ||
By: | /s/ Seth Boro | |
Name: | Seth Boro | |
Title: | Managing Partner | |
| THOMA BRAVO SPECIAL OPPORTUNITIES FUND I, L.P. | ||
By: Thoma Bravo Partners X, L.P. | ||
Its: General Partner | ||
By: Thoma Bravo UGP X, LLC | ||
Its: General Partner | ||
By: Thoma Bravo UGP, LLC | ||
Its: Managing Member | ||
By: | /s/ Seth Boro | |
Name: | Seth Boro | |
Title: | Managing Partner | |
| THOMA BRAVO SPECIAL OPPORTUNITIES FUND I AIV, L.P. | ||
By: Thoma Bravo Partners X, L.P. | ||
Its: General Partner | ||
By: Thoma Bravo UGP X, LLC | ||
Its: General Partner | ||
| By: Thoma Bravo UGP, LLC | ||
| Its: Managing Member | ||
| By: | /s/ Seth Boro | |
| Name: | Seth Boro | |
| Title: | Managing Partner | |
| THOMA BRAVO FUND XI, L.P. | ||
| By: Thoma Bravo Partners XI, L.P. | ||
| Its: General Partner | ||
| By: Thoma Bravo UGP XI, LLC | ||
| Its: General Partner | ||
By: Thoma Bravo UGP, LLC | ||
Its: Managing Member | ||
| By: | /s/ Seth Boro | |
| Name: | Seth Boro | |
| Title: | Managing Partner | |
| THOMA BRAVO FUND XI-A, L.P. | ||
| By: Thoma Bravo Partners XI, L.P. | ||
| Its: General Partner | ||
| By: Thoma Bravo UGP XI, LLC | ||
| Its: General Partner | ||
| By: Thoma Bravo UGP, LLC | ||
| Its: Managing Member | ||
| By: | /s/ Seth Boro | |
| Name: | Seth Boro | |
| Title: | Managing Partner | |
| THOMA BRAVO EXECUTIVE FUND XI, L.P. | ||
| By: Thoma Bravo Partners XI, L.P. | ||
| Its: General Partner | ||
| By: Thoma Bravo UGP XI, LLC | ||
| Its: General Partner | ||
| By: Thoma Bravo UGP, LLC | ||
| Its: Managing Member | ||
| By: | /s/ Seth Boro | |
| Name: | Seth Boro | |
| Title: | Managing Partner | |
| THOMA BRAVO PARTNERS X, L.P. | ||
| By: Thoma Bravo UGP X, LLC | ||
| Its: General Partner | ||
| By: Thoma Bravo UGP, LLC | ||
| Its: Managing Member | ||
| By: | /s/ Seth Boro | |
| Name: | Seth Boro | |
| Title: | Managing Partner | |
| THOMA BRAVO PARTNERS XI, L.P. | ||
| By: Thoma Bravo UGP XI, LLC | ||
| Its: General Partner | ||
| By: Thoma Bravo UGP, LLC | ||
| Its: Managing Member | ||
| By: | /s/ Seth Boro | |
| Name: | Seth Boro | |
| Title: | Managing Partner | |
| THOMA BRAVO UGP, LLC | ||
| By: | /s/ Seth Boro | |
| Name: | Seth Boro | |
| Title: | Managing Partner | |
EXHIBIT LIST
| Exhibit A | Joint Filing Agreement, dated as of February 16, 2021, by and among the Reporting Persons (incorporated herein by reference to the statement on Schedule 13G filed with the SEC by the Reporting Persons on February 16, 2021). |
