Filing Details
- Accession Number:
- 0001193125-20-035656
- Form Type:
- 13G Filing
- Publication Date:
- 2020-02-13 16:35:02
- Filed By:
- Thoma Bravo, Llc
- Company:
- Dynatrace Inc. (NYSE:DT)
- Filing Date:
- 2020-02-13
- SEC Url:
- 13G Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Thoma Bravo Fund X | 0 | 18,365,879 | 0 | 18,365,879 | 18,365,879 | 6.6% |
| Thoma Bravo Fund X-A | 0 | 4,017,395 | 0 | 4,017,395 | 4,017,395 | 1.4% |
| Thoma Bravo Special Opportunities Fund I | 0 | 1,575,805 | 0 | 1,575,805 | 1,575,805 | 0.6% |
| Thoma Bravo Special Opportunities Fund I AIV | 0 | 11,609,502 | 0 | 11,609,502 | 11,609,502 | 4.1% |
| Thoma Bravo Fund XI | 0 | 86,507,162 | 0 | 86,507,162 | 86,507,162 | 30.8% |
| Thoma Bravo Fund XI-A | 0 | 43,446,027 | 0 | 43,446,027 | 43,446,027 | 15.5% |
| Thoma Bravo Executive Fund XI | 0 | 1,908,429 | 0 | 1,908,429 | 1,908,429 | 0.7% |
| Thoma Bravo Partners X | 0 | 35,568,581 | 0 | 35,568,581 | 35,568,581 | 12.7% |
| Thoma Bravo Partners XI | 0 | 131,861,618 | 0 | 131,861,618 | 131,861,618 | 47.0% |
| Thoma Bravo | 0 | 167,430,199 | 0 | 167,430,199 | 167,430,199 | 59.7% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Dynatrace, Inc.
(Name of Issuer)
Common Stock, $0.001 par value
(Titles of Class of Securities)
268150109
(CUSIP Number)
December 31, 2019
(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 of a reporting persons 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 in 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, as amended (the 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).
| CUSIP No. 268150109 | 13G | Page 2 of 19 Pages |
| 1 | NAME OF REPORTING PERSON
Thoma Bravo Fund X, L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (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
18,365,879 (See Item 4) | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
18,365,879 (See Item 4) | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,365,879 (See Item 4) | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.6% (a) (See Item 4) | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| (a) | All percentages calculated in this Schedule 13G are based upon an aggregate of 280,552,946 shares of common stock outstanding as disclosed in the Issuers prospectus filed pursuant to Rule 424(b)(4) under the Securities Exchange Act of 1934, as amended, with the Securities and Exchange Commission on December 6, 2019 (the Prospectus). |
| CUSIP No. 268150109 | 13G | Page 3 of 19 Pages |
| 1 | NAME OF REPORTING PERSON
Thoma Bravo Fund X-A, L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (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
4,017,395 (See Item 4) | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
4,017,395 (See Item 4) | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,017,395 (See Item 4) | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.4% (a) (See Item 4) | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| (a) | All percentages calculated in this Schedule 13G are based upon an aggregate of 280,552,946 shares of common stock outstanding as disclosed in the Prospectus. |
| CUSIP No. 268150109 | 13G | Page 4 of 19 Pages |
| 1 | NAME OF REPORTING PERSON
Thoma Bravo Special Opportunities Fund I, L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (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
1,575,805 (See Item 4) | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
1,575,805 (See Item 4) | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,575,805 (See Item 4) | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.6% (a) (See Item 4) | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| (a) | All percentages calculated in this Schedule 13G are based upon an aggregate of 280,552,946 shares of common stock outstanding as disclosed in the Prospectus. |
| CUSIP No. 268150109 | 13G | Page 5 of 19 Pages |
| 1 | NAME OF REPORTING PERSON
Thoma Bravo Special Opportunities Fund I AIV, L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (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
11,609,502 (See Item 4) | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
11,609,502 (See Item 4) | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,609,502 (See Item 4) | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.1% (a) (See Item 4) | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| (a) | All percentages calculated in this Schedule 13G are based upon an aggregate of 280,552,946 shares of common stock outstanding as disclosed in the Prospectus. |
| CUSIP No. 268150109 | 13G | Page 6 of 19 Pages |
| 1 | NAME OF REPORTING PERSON
Thoma Bravo Fund XI, L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (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
86,507,162 (See Item 4) | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
86,507,162 (See Item 4) | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
86,507,162 (See Item 4) | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
30.8% (a) (See Item 4) | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| (a) | All percentages calculated in this Schedule 13G are based upon an aggregate of 280,552,946 shares of common stock outstanding as disclosed in the Prospectus. |
| CUSIP No. 268150109 | 13G | Page 7 of 19 Pages |
| 1 | NAME OF REPORTING PERSON
Thoma Bravo Fund XI-A, L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (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
43,446,027 (See Item 4) | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
43,446,027 (See Item 4) | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
43,446,027 (See Item 4) | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
15.5% (a) (See Item 4) | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| (a) | All percentages calculated in this Schedule 13G are based upon an aggregate of 280,552,946 shares of common stock outstanding as disclosed in the Prospectus. |
| CUSIP No. 268150109 | 13G | Page 8 of 19 Pages |
| 1 | NAME OF REPORTING PERSON
Thoma Bravo Executive Fund XI, L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (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
1,908,429 (See Item 4) | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
1,908,429 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,908,429 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.7% (a) (See Item 4) | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| (a) | All percentages calculated in this Schedule 13G are based upon an aggregate of 280,552,946 shares of common stock outstanding as disclosed in the Prospectus. |
| CUSIP No. 268150109 | 13G | Page 9 of 19 Pages |
| 1 | NAME OF REPORTING PERSON
Thoma Bravo Partners X, L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (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
35,568,581 (See Item 4) | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
35,568,581 (See Item 4) | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
35,568,581 (See Item 4) | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
12.7% (a) (See Item 4) | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| (a) | All percentages calculated in this Schedule 13G are based upon an aggregate of 280,552,946 shares of common stock outstanding as disclosed in the Prospectus. |
| CUSIP No. 268150109 | 13G | Page 10 of 19 Pages |
| 1 | NAME OF REPORTING PERSON
Thoma Bravo Partners XI, L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (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
131,861,618 (See Item 4) | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
131,861,618 (See Item 4) | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
131,861,618 (See Item 4) | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
47.0% (a) (See Item 4) | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| (a) | All percentages calculated in this Schedule 13G are based upon an aggregate of 280,552,946 shares of common stock outstanding as disclosed in the Prospectus. |
| CUSIP No. 268150109 | 13G | Page 11 of 19 Pages |
| 1 | NAME OF REPORTING PERSON
Thoma Bravo, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (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
167,430,199 (See Item 4) | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
167,430,199 (See Item 4) | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
167,430,199 (See Item 4) | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
59.7% (a) (See Item 4) | |||||
| 12 | TYPE OF REPORTING PERSON
OO | |||||
| (a) | All percentages calculated in this Schedule 13G are based upon an aggregate of 280,552,946 shares of common stock outstanding as disclosed in the Prospectus. |
| CUSIP No. 268150109 | 13G | Page 12 of 19 Pages |
| Item 1(a). | Name of Issuer: |
Dynatrace, Inc. (the Issuer)
| Item 1(b). | Address of Issuers Principal Executive Offices: |
1601 Trapelo Road, Suite 116
Waltham, MA 02451
| Item 2(a). | Name of Person 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.
(ii) Thoma Bravo Fund X-A, L.P.
(iii) Thoma Bravo Special Opportunities Fund I, L.P.
(iv) Thoma Bravo Special Opportunities Fund I AIV, L.P.
(v) Thoma Bravo Fund XI, L.P.
(vi) Thoma Bravo Fund XI-A, L.P.
(vii) Thoma Bravo Executive Fund XI, L.P.
(viii) Thoma Bravo Partners X, L.P.
(ix) Thoma Bravo Partners XI, L.P.
(x) Thoma Bravo, LLC
The Reporting Persons have entered into a Joint Filing Agreement, dated February 13, 2020, a copy of which is attached as Exhibit 99.1 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 Principal Business Office or, if none, Residence: |
The principal business address of each of the Reporting Persons is as follows:
c/o Thoma Bravo, LLC
150 N. Riverside Plaza
Suite 2800
Chicago, IL 60606
| Item 2(c). | Citizenship: |
See responses to Item 4 on each cover page.
| Item 2(d). | Titles of Classes of Securities: |
Common stock, $0.001 par value per share (the Common Stock)
| CUSIP No. 268150109 | 13G | Page 13 of 19 Pages |
| Item 2(e). | CUSIP Number: |
268150109
| Item 3. | If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a(n): |
| (a) | ☐ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). | ||
| (b) | ☐ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). | ||
| (c) | ☐ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | ||
| (d) | ☐ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). | ||
| (e) | ☐ | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E). | ||
| (f) | ☐ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F). | ||
| (g) | ☐ | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G). | ||
| (h) | ☐ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). | ||
| (i) | ☐ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3). | ||
| (j) | ☐ | Non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J). | ||
| (k) | ☐ | Group, in accordance with §240.13d-1(b)(1)(ii)(K). | ||
Not Applicable.
| Item 4. | Ownership |
| (a) | Amount Beneficially Owned: |
Thoma Bravo Fund X, L.P. (TB Fund X) directly holds 18,365,879 shares of Common Stock of the Issuer, or 6.6% of the outstanding shares of Common Stock of the Issuer. Thoma Bravo Fund X-A, L.P. (TB Fund X-A) directly holds 4,017,395 shares of Common Stock of the Issuer, or 1.4% of the outstanding shares of Common Stock of the Issuer. Thoma Bravo Special Opportunities Fund I, L.P. (TB SOF) directly holds 1,575,805 shares of Common Stock of the Issuer, or 0.6% of the outstanding shares of Common Stock of the Issuer. Thoma Bravo Special Opportunities Fund I AIV, L.P. (TB SOF AIV) directly holds 11,609,502 shares of Common Stock of the Issuer, or 4.1% of the outstanding shares of Common Stock of the Issuer. Thoma Bravo Fund XI, L.P. (TB Fund XI) directly holds 86,507,162 shares of Common Stock of the Issuer, or 30.8% of the outstanding shares of Common Stock of the Issuer. Thoma Bravo Fund XI-A, L.P. (TB Fund XI-A) directly holds 43,446,027 shares of Common Stock of the Issuer, or 15.5% of the outstanding shares of Common Stock of the Issuer. Thoma Bravo Executive Fund XI, L.P. (TB Exec Fund) directly holds 1,908,429 shares of Common Stock of the Issuer, or 0.7% of the outstanding shares of Common Stock of the Issuer.
Thoma Bravo Partners X, L.P. (TB Partners X) is the general partner of each of TB Fund X, TB Fund X-A, TB SOF and TB SOF AIV. Thoma Bravo Partners XI, L.P. (TB Partners XI) is the general partner of each of TB Fund XI, TB Fund XI-A and TB Exec Fund. Thoma Bravo, LLC is the general partner of each of TB Partners X and TB Partners XI. By virtue of the relationships described herein, Thoma Bravo, LLC may be deemed to exercise voting and dispositive power with
| CUSIP No. 268150109 | 13G | Page 14 of 19 Pages |
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 and TB Exec Fund. Each of TB Partners X, TB Partners XI and Thoma Bravo, LLC disclaims beneficial ownership of the Common Stock held directly 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. 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.
| (b) | Percent of Class: |
See responses to Item 11 on each cover page. All percentages calculated in this Schedule 13G are based upon an aggregate of 280,552,946 shares of common stock outstanding as disclosed in the Prospectus.
| (c) | Number of shares as to which such 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.
| Item 5. | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.
| 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.
| CUSIP No. 268150109 | 13G | Page 15 of 19 Pages |
| Item 10. | Certification. |
Not Applicable.
| CUSIP No. 268150109 | 13G | Page 16 of 19 Pages |
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. We also hereby agree to file this statement jointly pursuant to the Agreement listed on Exhibit 99.1 hereto.
Dated: February 13, 2020
| THOMA BRAVO FUND X, L.P. | ||
| By: | Thoma Bravo Partners X, L.P. | |
| Its: | General Partner | |
| By: | Thoma Bravo, LLC | |
| Its: | General Partner | |
| 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, LLC | |
| Its: | General Partner | |
| 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, LLC | |
| Its: | General Partner | |
| 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, LLC | |
| Its: | General Partner | |
| By: | /s/ Seth Boro | |
| Name: | Seth Boro | |
| Title: | Managing Partner |
| CUSIP No. 268150109 | 13G | Page 17 of 19 Pages |
| THOMA BRAVO FUND XI, L.P. | ||
| By: | Thoma Bravo Partners XI, L.P. | |
| Its: | General Partner | |
| By: | Thoma Bravo, LLC | |
| Its: | General Partner |
| 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, LLC | |
| Its: | General Partner |
| 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, LLC | |
| Its: | General Partner |
| By: | /s/ Seth Boro | |
| Name: | Seth Boro | |
| Title: | Managing Partner | |
| THOMA BRAVO PARTNERS X, L.P. | ||
| By: | Thoma Bravo, LLC | |
| Its: | General Partner |
| By: | /s/ Seth Boro | |
| Name: | Seth Boro | |
| Title: | Managing Partner | |
| CUSIP No. 268150109 | 13G | Page 18 of 19 Pages |
| THOMA BRAVO PARTNERS XI, L.P. | ||
| By: | Thoma Bravo, LLC | |
| Its: | General Partner | |
| By: | /s/ Seth Boro | |
| Name: | Seth Boro | |
| Title: | Managing Partner |
| THOMA BRAVO, LLC | ||
| By: | /s/ Seth Boro | |
| Name: | Seth Boro | |
| Title: | Managing Partner | |
| CUSIP No. 268150109 | 13G | Page 19 of 19 Pages |
EXHIBIT INDEX
| Exhibit No. | ||
| 99.1 | Joint Filing Agreement dated as of February 13, 2020, by and among each of the Reporting Persons | |