DT.NYSEDynatrace, INC
Form 4: Dynatrace CTO Reclassifies Unvested Equity Holdings in SEC Form 4 Filing for Enhanced Transparency
Sentiment:
Statement of Changes in Beneficial Ownership
Dynatrace, Inc.'s Chief Technology Officer, Bernd Greifeneder, filed a Form 4 to reclassify previously reported unvested restricted stock units from non-derivative to derivative securities, with no new transactions reported.
Summary
- The filing is a voluntary Form 4 by Bernd Greifeneder, EVP, Chief Technology Officer of Dynatrace, Inc. (DT).
- Its primary purpose is to reclassify unvested restricted stock units (RSUs) that were previously reported in Table I (Non-Derivative Securities) to Table II (Derivative Securities).
- A total of 151,280 shares of Common Stock representing unvested RSUs were decreased from Table I, with 151,277 of these being re-reported in Table II.
- An additional 1,644 shares representing unvested RSUs held indirectly by the spouse were also reclassified from Table I to Table II.
- The filing explicitly states that no new transactions are being reported in this Form 4.
- A minor correction of 3 units was made to the total number of units reported in Table II, rectifying an inadvertent error from a previous Form 4 filed on June 4, 2024.
- The filing provides a snapshot of the reporting person's beneficial ownership immediately prior to vesting and other events scheduled for June 5, 2025, which will be reported in a separate Form 4.
Sentiment
Score: 5
Explanation: The filing is neutral in sentiment as it is a routine compliance reclassification of existing equity holdings, not reporting new transactions or significant operational news.
Positives
- Demonstrates transparency in insider holdings by reclassifying unvested equity awards to the appropriate section of the Form 4.
- Correction of a minor reporting error from a previous filing indicates attention to detail in compliance.
Future Outlook
The filing indicates future vesting events for various restricted stock units and stock options, with vesting dates extending through June 5, 2027, contingent on the reporting person's continued employment. A separate Form 4 is expected to report events from June 5, 2025.
Management Comments
- "This Form 4 is being voluntarily filed to report the moving of unvested restricted stock units previously reported in Table I to Table II."
- "No transactions are being reported in this Form 4."
- "The total number of units being reported in Table II has been reduced by 3 units to correct an inadvertent error in the number of shares reported in the Reporting Person's Form 4 filed on June 4, 2024."
- "This Form 4 discloses the Reporting Person's beneficially owned securities of the Issuer as of immediately prior to the vestings and other events from June 5, 2025 to be reported on a separately filed Form 4."
Industry Context
This Form 4 is a standard compliance filing for insider ownership, common across all publicly traded companies, and does not provide specific industry-related insights beyond the company's equity compensation practices.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Reporting Reclassification | Unvested restricted stock units (RSUs) previously reported as non-derivative securities in Table I are now reclassified and reported as derivative securities in Table II, aligning with SEC reporting guidelines for such equity awards. | 2025-06-05 | Enhances clarity and accuracy of insider beneficial ownership reporting by correctly categorizing equity awards. |
Related Party Transactions
- Indirect beneficial ownership of Common Stock and Restricted Stock Units by the reporting person's spouse is disclosed, reflecting shared financial interests.
Stakeholder Impact
- Shareholders: Provides increased transparency regarding the structure of executive equity compensation, specifically how unvested RSUs are reported.
- Regulatory Bodies: Ensures compliance with Section 16(a) of the Securities Exchange Act of 1934 by accurately reporting beneficial ownership.
Next Steps
- Future vesting of various Restricted Stock Units (RSUs) and Stock Options will occur on scheduled dates, contingent on continued employment.
- A separately filed Form 4 is anticipated to report vestings and other events occurring from June 5, 2025.
Key Dates
| Date | Description |
|---|---|
| 2019-07-31 | Grant date for stock options with an exercise price of $16, with 25% vesting on July 31, 2020, and the balance vesting in 12 equal quarterly installments thereafter. |
| 2019-08-02 | Date stock options granted on July 31, 2019, were previously reported. |
| 2020-05-15 | Grant date for stock options with an exercise price of $33.03, with 25% vesting on May 15, 2021, and the balance vesting in 12 equal quarterly installments thereafter. |
| 2020-05-19 | Date stock options granted on May 15, 2020, were previously reported. |
| 2022-06-05 | Grant date for 4,508 RSUs, with 33% vesting on June 5, 2023, and the balance vesting in equal quarterly installments until fully vested on June 5, 2025. |
| 2022-06-05 | Grant date for 4,798 Performance Restricted Stock Units (Financial), earned following FY2023 financial performance certification, with 33% vesting on June 5, 2023, and the balance vesting in equal quarterly installments until fully vested on June 5, 2025. |
| 2022-06-07 | Date RSUs granted on June 5, 2022, were previously reported. |
| 2023-05-19 | Date Performance Restricted Stock Units (Financial) granted on June 5, 2022, were previously reported. |
| 2023-06-05 | Grant date for 19,136 RSUs, with 33% vesting on June 5, 2024, and the balance vesting in equal quarterly installments until fully vested on June 5, 2026. |
| 2023-06-05 | Grant date for 154 RSUs held by spouse, with 33% vesting on June 5, 2024, and the balance vesting in equal quarterly installments until fully vested on June 5, 2026. |
| 2023-06-05 | Grant date for 96 RSUs held by spouse, with 33% vesting on June 5, 2024, and the balance vesting in equal quarterly installments until fully vested on June 5, 2026. |
| 2023-06-07 | Date RSUs granted on June 5, 2023, were previously reported. |
| 2023-10-13 | Date RSUs granted to spouse on June 5, 2023, and June 15, 2023, were previously reported. |
| 2024-06-04 | Date of previous Form 4 filing that contained an inadvertent error in reported units. |
| 2024-06-05 | Grant date for 49,314 RSUs, with 33% vesting on June 5, 2025, and the balance vesting in equal quarterly installments until fully vested on June 5, 2027. |
| 2024-06-05 | Grant date for 26,023 Performance Restricted Stock Units (Financial), earned following FY2024 financial performance certification, with 33% vesting on June 5, 2024, and the balance vesting in equal quarterly installments until fully vested on June 5, 2026. |
| 2024-06-05 | Grant date for 38,464 Performance Restricted Stock Units (Financial), earned following FY2025 financial performance certification, with 33% vesting on June 5, 2025, and the balance vesting in equal quarterly installments until fully vested on June 5, 2027. |
| 2024-06-05 | Grant date for 9,034 Performance Restricted Stock Units (rTSR), earned following FY2025 relative total stockholder return performance, with all units vesting on June 5, 2025. |
| 2024-06-05 | Grant date for 1,394 RSUs held by spouse, with 33% vesting on June 5, 2025, and the balance vesting in equal quarterly installments until fully vested on June 5, 2027. |
| 2024-06-07 | Date RSUs granted on June 5, 2024, and Performance Restricted Stock Units (Financial) granted on June 5, 2023, were previously reported. |
| 2025-05-28 | Date Performance Restricted Stock Units (Financial) and Performance Restricted Stock Units (rTSR) granted on June 5, 2024, were previously reported. |
| 2025-06-05 | Earliest transaction date listed on the form, representing the date immediately prior to which the beneficial ownership is reported, with future vesting and events to be reported separately. |
| 2025-06-09 | Signature date of the Form 4 filing. |
Keywords
Dynatrace, DT, SEC Form 4, Insider Ownership, Restricted Stock Units, RSUs, Stock Options, Beneficial Ownership, Equity Compensation, Corporate Governance, Compliance
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