Item 1.01. Entry into a Material Definitive Agreement.
On August 3, 2020, Dynatrace, Inc. (the "Company") entered into an underwriting
agreement (the "Underwriting Agreement") with Goldman Sachs & Co. LLC and Morgan
Stanley & Co. LLC, as underwriters (the "Underwriters"), and the selling
stockholders named therein (the "Selling Stockholders").
Pursuant to the terms of the Underwriting Agreement, the Selling Stockholders
agreed to sell an aggregate of 25,000,000 shares (the "Shares") of the Company's
common stock, $0.001 par value per share (the "Common Stock"), to the
Underwriter at a price per share of $40.90 (the "Offering"). In addition, the
Selling Stockholders granted the Underwriters an option to purchase, for a
period of 30 calendar days from August 3, 2020, up to an additional 3,750,000
shares of Common Stock.
The Offering was registered under the Securities Act of 1933, as amended,
pursuant to the Company's automatic shelf registration statement on Form S-3
(File No. 333-240287) filed on August 3, 2020, including a prospectus supplement
filed on August 3, 2020 (the "Registration Statement"). This Current Report on
Form 8-K is being filed to incorporate the Underwriting Agreement by reference
into such Registration Statement. A copy of the Underwriting Agreement is
attached as Exhibit 1.1 hereto and is incorporated herein by reference. The
foregoing description of the material terms of the Underwriting Agreement does
not purport to be complete and is qualified in its entirety by reference to such
exhibit.
The Offering is expected to close on or about August 5, 2020, subject to
customary closing conditions. A copy of the legal opinion and consent of Goodwin
Procter LLP relating to the Shares is attached as Exhibit 5.1 hereto.
Item 8.01. Other Events.
On August 3, 2020, the Company issued a press release announcing the Offering. A
copy of this press release is filed as Exhibit 99.1 to this report and is
incorporated herein by reference.
On August 3, 2020, the Company issued a press release announcing the pricing of
the Offering. A copy of this press release is filed as Exhibit 99.1 to this
report and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
  No.     Description
1.1         Underwriting Agreement, dated as of August 3, 2020, among Dynatrace,
          Inc., Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC, as
          underwriters, and the selling stockholders named therein.
5.1         Opinion of Goodwin Procter LLP.
23.1        Consent of Goodwin Procter LLP (contained in Exhibit 5.1).
99.1        Launch Press Release issued by Dynatrace, Inc. dated August 3, 2020.
99.2        Pricing Press Release issued by Dynatrace, Inc. dated August 3,
          2020.

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