BENTLEY SYSTEMS INC — Director's Dealing 2021

Feb 1, 2021

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: BENTLEY SYSTEMS INC (BSY)
CIK: 0001031308
Period of Report: 2020-12-31

Reporting Person: BENTLEY RICHARD P. (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-11-09	Class B Common Stock	G	300000	—	Disposed	1700000	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class A Common Stock	$		Class B Common Stock (1000000)	1000000	Direct

Footnotes

F1: Represents a charitable donation by the Reporting Person.

F2: Each share of Class A common stock of the Issuer ("Class A Common Stock") is entitled to 29 votes per share and is convertible at any time into one share of the Issuer's Class B CommonStock. Shares of Class A Common Stock will automatically convert into shares of Class B Common Stock upon certain transfers described in the Issuer's Amended and Restated Certificate ofIncorporation.