BENTLEY SYSTEMS INC — Director's Dealing 2023

Apr 26, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BENTLEY SYSTEMS INC (BSY)
CIK: 0001031308
Period of Report: 2023-04-24

Reporting Person: BENTLEY GREGORY S (Director, Chairman, CEO & President, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-04-24	Class B Common Stock	S	45623	$42.1512	Disposed	8229060	Direct
2023-04-24	Class B Common Stock	S	100	$42.86	Disposed	8228960	Direct
2023-04-25	Class B Common Stock	S	17671	$41.2711	Disposed	8211289	Direct
2023-04-25	Class B Common Stock	S	240	$42.12	Disposed	8211049	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class B Common Stock	137512	Indirect
Class B Common Stock	92654	Indirect

Footnotes

F1: 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.

F2: Due to a 1,000 character limit, Footnote 2 is a continuation of Footnote 1: 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.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions on April 24, 2023 at prices ranging from $41.85 to $42.77. 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.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions on April 25, 2023 at prices ranging from $40.98 to $41.94. 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.