BENTLEY SYSTEMS INC — Major Shareholding Notification 2021

Feb 12, 2021

SC 13G 1 a210175_sc13g.htm SC 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

| Bentley
Systems, Incorporated |
| --- |
| (Name
of Issuer) |

| Class
B Common Stock |
| --- |
| (Title
of Class of Securities) |

| 08265T
208 |
| --- |
| (CUSIP
Number) |

| December
31, 2020 |
| --- |
| (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 for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the 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 (“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).

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| CUSIP
No. 08265T 208 — 1. | Name
of Reporting Person: Barry J. Bentley | |
| --- | --- | --- |
| 2. | Check
the Appropriate Box if a Member of a Group (See Instructions) | |
| | (a) | ☒ |
| | (b) | ☐ |
| 3. | SEC
Use Only | |
| 4. | Citizenship
or Place of Organization: United States of America | |
| Number
of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole
Voting Power: -0- |
| | 6. | Shared
Voting Power: 73,710,050 (1) |
| | 7. | Sole
Dispositive Power: 13,377,149
(2) |
| | 8. | Shared
Dispositive Power: 11,263,492
(1) |
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person: 73,710,050 (1)(2)(3) | |
| 10. | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐ | |
| 11. | Percent
of Class Represented by Amount in Row (9): 66.9% (3)(4) | |
| 12. | Type
of Reporting Person (See Instructions): IN | |

(1) Shares owned include common stock held by the other Reporting Persons. Each share of Class A common stock is convertible at the option of the holder into one share of Class B common stock. Assumes conversion of all shares of Class A common stock beneficially owned by the Reporting Persons into shares of Class B common stock.

(2) Includes (i) 434,213 shares of Class B common stock distributable under the Issuer’s nonqualified deferred compensation plan in connection with Barry J. Bentley’s termination of employment on December 31, 2019 and (ii) 92,654 shares of Class B common stock held in the Issuer’s 401(k) plan.

(3) Shares owned include 338,625 shares of Class A common stock pursuant to a voting agreement over which the Reporting Persons hold shared voting power but no dispositive power pursuant to the terms thereof.

(4) Based on 259,689,626 shares Class B common stock outstanding as of December 31, 2020, plus the shares of Class B common stock that may be acquired by the Reporting Persons within 60 days, and the number of shares of Class A common stock beneficially owned by the Reporting Persons. Each share of Class B common stock is entitled to one vote, and each share of Class A common stock is entitled to 29 votes. There were 11,601,757 shares of Class A

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common stock outstanding as of December 31, 2020, including the 1,926,509 shares of Class A common stock beneficially owned by Barry J. Bentley. The percentage reported reflects the 29 for one voting power of the Class A common stock. Without giving effect to the 29 to 1 vote power of the Class A common stock and assuming the conversion of the Class A common stock to Class B common stock, Barry J. Bentley individually beneficially owns 6.2% of the outstanding shares of Class B common stock.

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| 2. | Name
of Reporting Person: Gregory S. Bentley — Check
the Appropriate Box if a Member of a Group (See Instructions) | |
| --- | --- | --- |
| | (a) | ☒ |
| | (b) | ☐ |
| 3. | SEC
Use Only | |
| 4. | Citizenship
or Place of Organization: United States of America | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power: -0- |
| | 6. | Shared Voting Power: 73,710,050 (1)(2)(3) |
| | 7. | Sole
Dispositive Power: 6,484,331
(2) |
| | 8. | Shared
Dispositive Power: 11,263,492
(1) |
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person: 73,710,050
(1)(2)(3) | |
| 10. | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐ | |
| 11. | Percent
of Class Represented by Amount in Row (9): 66.9% (3)(4) | |
| 12. | Type
of Reporting Person (See Instructions): IN | |

(1) Shares owned include common stock held by the other Reporting Persons. Each share of Class A common stock is convertible at the option of the holder into one share of Class B common stock. Assumes conversion of all shares of Class A common stock beneficially owned by the Reporting Persons into shares of Class B common stock.

(2) Includes (i) 3,472,950 shares of Class B common stock pledged as security for a credit facility from PNC Bank, N.A., (ii) 971,776 shares of Class B common stock distributable under the Issuer’s nonqualified deferred compensation plan within 60 days of this report assuming Gregory S. Bentley’s termination of employment on such date and (iii) 92,654 shares of Class B common stock held in the Issuer’s 401(k) plan, and (iv) 198,824 shares of Class B common stock held by Gregory S. Bentley’s spouse.

(3) Shares owned include 338,625 shares of Class A common stock pursuant to a voting agreement over which the Reporting Persons hold shared voting power but no dispositive power pursuant to the terms thereof.

(4) Based on 259,689,626 shares of Class B common stock outstanding as of December 31, 2020, plus the shares of Class B common stock that may be acquired by the Reporting Persons within 60 days, and the number of shares of Class A common stock beneficially owned by the Reporting Persons. Each share of Class B common stock is entitled

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to one vote, and each share of Class A common stock is entitled to 29 votes. There were 11,601,757 shares of Class A common stock outstanding as of December 31, 2020, including the 1,926,509 shares of Class A common stock beneficially owned by Gregory S. Bentley. The percentage reported reflects the 29 for one voting power of the Class A common stock. Without giving effect to the 29 to 1 vote power of the Class A common stock and assuming the conversion of the Class A common stock to Class B common stock, Gregory S. Bentley individually beneficially owns 3.1% of the outstanding shares of Class B common stock.

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| 2. | Name
of Reporting Person: Keith A. Bentley — Check
the Appropriate Box if a Member of a Group (See Instructions) | |
| --- | --- | --- |
| | (a) | ☒ |
| | (b) | ☐ |
| 3. | SEC
Use Only | |
| 4. | Citizenship
or Place of Organization: United States of America | |
| Number
of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole
Voting Power: -0- |
| | 6. | Shared
Voting Power: 73,710,050 (1)(2)(3) |
| | 7. | Sole
Dispositive Power: 15,806,402
(2) |
| | 8. | Shared
Dispositive Power: 11,263,492
(1) |
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person: 73,710,050 (1)(2) (3) | |
| 10. | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐ | |
| 11. | Percent
of Class Represented by Amount in Row (9): 66.9%
(3)( 4) | |
| 12. | Type
of Reporting Person (See Instructions): IN | |

(1) Shares owned include common stock held by the other Reporting Persons. Each share of Class A common stock is convertible at the option of the holder into one share of Class B common stock. Assumes conversion of all shares of Class A common stock beneficially owned by the Reporting Persons into shares of Class B common stock.

(2) Includes (i) 2,127,343 shares of Class B common stock distributable under the Issuer’s nonqualified deferred compensation plan within 60 days of this report assuming Keith A. Bentley’s termination of employment on such date and (ii) 92,654 shares of Class B common stock held in the Issuer’s 401(k) plan.

(3) Shares owned include 338,625 shares of Class A common stock pursuant to a voting agreement over which the Reporting Persons hold shared voting power but no dispositive power pursuant to the terms thereof.

(4) Based on 259,689,266 shares of Class B common stock outstanding as of December 31, 2020, plus the shares of Class B common stock that may be acquired by the Reporting Persons within 60 days, and the number of shares of Class A common stock beneficially owned by the Reporting Persons, which are treated as converted into Class B common stock only for the purpose of computing the percentage ownership of Keith A. Bentley. Each share of Class B common stock is entitled to one vote, and each share of Class A common stock is entitled to 29 votes. There were 11,601,757 shares of Class A common stock outstanding as of December 31, 2020, including the 3,340,793 shares of Class A common stock beneficially owned by Keith A. Bentley. The percentage reported reflects the 29 for one voting

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power of the Class A common stock. Without giving effect to the 29 to 1 vote power of the Class A common stock and assuming the conversion of the Class A common stock to Class B common stock, Keith A. Bentley individually beneficially owns 7.1% of the outstanding shares of Class B common stock.

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| 2. | Name
of Reporting Person: Raymond B. Bentley — Check
the Appropriate Box if a Member of a Group (See Instructions) | |
| --- | --- | --- |
| | (a) | ☒ |
| | (b) | ☐ |
| 3. | SEC
Use Only | |
| 4. | Citizenship
or Place of Organization: United States of America | |
| Number
of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole
Voting Power: -0- |
| | 6. | Shared
Voting Power: 73,710,050 (1) |
| | 7. | Sole
Dispositive Power: 18,202,169
(2) |
| | 8. | Shared
Dispositive Power: 11,263,492
(1) |
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person: 73,710,050 (1 )(2)(3) | |
| 10. | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐ | |
| 11. | Percent
of Class Represented by Amount in Row (9): 66.9%
(3)(4) | |
| 12. | Type
of Reporting Person (See Instructions): IN | |

(1) Shares owned include Class A common stock held by the other Reporting Persons. Each share of Class A common stock is convertible at the option of the holder into one share of Class B common stock. Assumes conversion of all shares of Class A common stock beneficially owned by Raymond B. Bentley into shares of Class B common stock.

(2) Includes 92,654 shares of Class B common stock held in the Issuer’s 401(k) plan.

(3) Shares owned include 338,625 shares of Class A common stock pursuant to a voting agreement over which the Reporting Persons hold shared voting power but no dispositive power pursuant to the terms thereof.

(4) Based on 259,689,626 shares of Class B common stock outstanding as of December 31, 2020, plus the shares of Class B common stock that may be acquired by the Reporting Persons within 60 days, and the number of shares of Class A common stock beneficially owned by the Reporting Persons. Each share of Class B common stock is entitled to one vote, and each share of Class A common stock is entitled to 29 votes. There were 11,601,757 shares of Class A common stock outstanding as of December 31, 2020, including the 1,655,397 shares of Class A common stock beneficially owned by Raymond B. Bentley. The percentage reported reflects the 29 for one voting power of the Class A common stock. Without giving effect to the 29 to 1 vote power of the Class A common stock and assuming the

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conversion of the Class A common stock to Class B common stock, Raymond B. Bentley individually beneficially owns 7.3% of the outstanding shares of Class B common stock.

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| 2. | Name
of Reporting Person: Richard P. Bentley — Check
the Appropriate Box if a Member of a Group (See Instructions) | |
| --- | --- | --- |
| | (a) | ☒ |
| | (b) | ☐ |
| 3. | SEC
Use Only | |
| 4. | Citizenship
or Place of Organization: United States of America | |
| Number
of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole
Voting Power: -0- |
| | 6. | Shared
Voting Power: 73,710,050 (1)(2) |
| | 7. | Sole
Dispositive Power: 1,700,000 |
| | 8. | Shared
Dispositive Power: 11,263,492
(1) |
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person: 73,710,050
(1)(2) | |
| 10. | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐ | |
| 11. | Percent
of Class Represented by Amount in Row (9): 66.9% (2 )(3) | |
| 12. | Type
of Reporting Person (See Instructions): IN | |

(1) Shares owned include common stock held by the other Reporting Persons. Each share of Class A common stock is convertible at the option of the holder into one share of Class B common stock. Assumes conversion of all shares of Class A common stock beneficially owned by the Reporting Persons into shares of Class B common stock.

(2) Shares owned include 338,625 shares of Class A common stock pursuant to a voting agreement over which the Reporting Persons hold shared voting power but no dispositive power pursuant to the terms thereof.

(3) Based on 259,689,626 shares of Class B common stock outstanding as of December 31, 2020, plus the number of shares of Class A common stock beneficially owned by the Reporting Persons. Each share of Class B common stock is entitled to one vote, and each share of Class A common stock is entitled to 29 votes. There were 11,601,757 shares of Class A common stock outstanding as of December 31, 2020, including the 1,000,000 shares of Class A common stock beneficially owned by Richard P. Bentley. The percentage reported reflects the 29 for one voting power of the Class A common stock. Without giving effect to the 29 to 1 vote power of the Class A common stock and assuming the conversion of the Class A common stock to Class B common stock, Richard P. Bentley individually beneficially owns 1.0% of the outstanding shares of Class B common stock.

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| Item
1. | (a) | Name
of Issuer: Bentley Systems, Incorporated | |
| --- | --- | --- | --- |
| | (b) | Address
of Issuer’s Principal Executive Offices: 685 Stockton Drive Exton, PA 19341 | |
| Item
2. | | | |
| | (a) | Name
of Person Filing: This statement is being filed by Barry J. Bentley, Gregory
S. Bentley, Keith A. Bentley, Raymond B. Bentley, and Richard P. Bentley. | |
| | (b) | Address
of Principal Business Office or, if none, Residence: The address of the principal business office (or, if
none, the residence) of each person filing this Schedule is as follows: Richard
P. Bentley is located at c/o VideoRay LLC, 212 East High Street, Pottstown, Pennsylvania, 19464; Barry
J. Bentley, Gregory S. Bentley, Keith A. Bentley, and Raymond B. Bentley are located at c/o Bentley Systems,
Incorporated, 685 Stockton Drive, Exton, Pennsylvania, 19341. | |
| | (c) | Citizenship: United States of America | |
| | (d) | Title
of Class of Securities: Class B Common Stock | |
| | (e) | CUSIP
Number: 08265T 208 | |
| Item
3. | If
this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | | |
| | (a) | ☐ | Broker
or dealer registered under section 15 of the Act (15 U.S.C 78c). |
| | (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) | ☐ | Investment
adviser in accordance with SS 240. 13d-1(b) (1) (ii) (E); |
| | (f) | ☐ | Employee
benefit plan or endowment fund in accordance with SS 240. 13d-1(b) (ii) (F); |
| | (g) | ☐ | Parent
holding company or control person in accordance with SS.SS.240. 13d-1(b) (ii) (G); |
| | (h) | ☐ | A
savings association 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) | ☐ | Group,
in accordance with SS 240. 13d-1(b) (1) (ii) (J); |

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ITEM 4. Ownership

The information required by Items 4(a) - (c) is set forth in Rows (5) - (11) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person. The percentages set forth in this Schedule 13G are calculated based upon an aggregate of 259,689,626 shares of Class B common stock outstanding as of December 31, 2020.

| Item
5. | Ownership
of Five Percent or Less of a Class |
| --- | --- |
| | Not
Applicable |
| 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 or Control
Person |
| | Not
Applicable |
| Item
8. | Identification
and Classification of Members of the Group |
| | See
Exhibit 99.1 |
| Item
9. | Notice
of Dissolution of Group |
| | Not
Applicable |
| Item
10. | Certifications |
| | Not
Applicable |

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

| Date:
February 10, 2021 |
| --- |
| Richard
P. Bentley |

| Date:
February 10, 2021 |
| --- |
| Keith
A. Bentley |

| Date:
February 10, 2021 |
| --- |
| Barry
J. Bentley |

| Date:
February 10, 2021 |
| --- |
| Gregory
S. Bentley |

| Date:
February 10, 2021 |
| --- |
| Raymond
B. Bentley |

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