0001104659-23-085387.txt : 20230728 0001104659-23-085387.hdr.sgml : 20230728 20230728170625 ACCESSION NUMBER: 0001104659-23-085387 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230726 FILED AS OF DATE: 20230728 DATE AS OF CHANGE: 20230728 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BENTLEY GREGORY S CENTRAL INDEX KEY: 0001214661 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39548 FILM NUMBER: 231123994 MAIL ADDRESS: STREET 1: C/O BENTLEY SYSTEMS INC STREET 2: 685 STOCKTON RD CITY: EXTON STATE: PA ZIP: 19341 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: BENTLEY SYSTEMS INC CENTRAL INDEX KEY: 0001031308 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 953936623 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 685 STOCKTON DRIVE CITY: EXTON STATE: PA ZIP: 19341 BUSINESS PHONE: 6104585000 MAIL ADDRESS: STREET 1: 685 STOCKTON DRIVE CITY: EXTON STATE: PA ZIP: 19341 4 1 tm2321095-5_4seq1.xml OWNERSHIP DOCUMENT X0508 4 2023-07-26 0 0001031308 BENTLEY SYSTEMS INC BSY 0001214661 BENTLEY GREGORY S C/O BENTLEY SYSTEMS, INCORPORATED 685 STOCKTON DRIVE EXTON PA 19341 1 1 1 0 Chairman, CEO & President 1 Class B Common Stock 2023-07-26 4 A 0 59352 53.09 A 8032940 D Class B Common Stock 2023-07-26 4 F 0 26109 53.09 D 8006831 D Class B Common Stock 2023-07-26 4 S 0 41601 52.9512 D 7965230 D Class B Common Stock 2023-07-27 4 S 0 25695 52.9017 D 7939535 D Class B Common Stock 2023-07-27 4 S 0 16918 53.5483 D 7922617 D Class B Common Stock 137512 I By spouse Class B Common Stock 92654 I By 401(K) Plan Represents the stock portion of compensation paid to the Reporting Person pursuant to the Issuer's Bonus Pool Plan (the "Bonus Pool Payment"). Represents shares withheld by the Issuer to cover taxes owed by the Reporting Person in respect of the Bonus Pool Payment. As previously disclosed by Bentley Systems, Incorporated (the "Company"), during the second quarter of 2022 the Company began to exercise its right to require that certain awardees of equity compensation and recipients of distributions from the Company's nonqualified deferred compensation plan receive vested awards and distributions (as applicable) in the form of gross quantities of Company Class B Common Stock (the "Common Stock") and to require such awardees and recipients to promptly reimburse the Company for their tax withholding amounts in cash. Prior to that election, all such vesting and distributions were made on a net basis, with the Company withholding shares of Common Stock in consideration of remitting withholding taxes on behalf of recipients. Due to a 1,000 character limit, Footnote 4 is a continuation of Footnote 3: Accordingly, in light of this change in practice, the Reporting Person entered into a 10b5-1 trading plan on August 12, 2022 (the "Plan") to sell previously-owned shares of Common Stock for the primary purpose of meeting his current and future tax withholding obligations. All sales reflected on this Form 4 were made pursuant to the Plan. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions on July 26, 2023 at prices ranging from $52.62 to $53.52. The Reporting Person undertakes to provide to the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions on July 27, 2023 at prices ranging from $52.39 to $53.36. The Reporting Person undertakes to provide to the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions on July 27, 2023 at prices ranging from $53.40 to $53.625. The Reporting Person undertakes to provide to the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. /s/ Michael T. Fischette, Attorney-in-Fact 2023-07-28