BENTLEY SYSTEMS INC — Director's Dealing 2023

May 22, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BENTLEY SYSTEMS INC (BSY)
CIK: 0001031308
Period of Report: 2023-05-18

Reporting Person: Shaman David R. (Chief Legal Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-05-18	Class B Common Stock	M	85150	$5.305	Acquired	653949	Direct
2023-05-18	Class B Common Stock	F	42531	$46.42	Disposed	611418	Direct
2023-05-18	Class B Common Stock	M	18850	$5.305	Acquired	630268	Direct
2023-05-18	Class B Common Stock	F	2147	$46.58	Disposed	628121	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-05-18	Stock Options (Right to Buy)	$5.305	M	85150	Disposed	2023-05-28	Class B Common Stock (85150)	Direct
2023-05-18	Stock Options (Right to Buy)	$5.305	M	18850	Disposed	2023-05-28	Class B Common Stock (18850)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class B Common Stock	320000	Indirect
Class B Common Stock	32635	Indirect

Footnotes

F1: Represents shares withheld by the Issuer to cover the exercise price and taxes in connection with a cashless exercise of stock options by the Reporting Person.

F2: Represents the number of shares of Class B Common Stock owned by the Reporting Person and relinquished to the Issuer to cover the exercise price of options exercised via a stock swap exercise method.

F3: These options were fully vested, and, following the exercises on May 18, 2023, have been exercised in full.