Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 1)*
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BENTLEY SYSTEMS INC (Name of Issuer) |
Class B Common Stock (Title of Class of Securities) |
08265T208 (CUSIP Number) |
03/31/2025 (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)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 08265T208 |
| 1 | Names of Reporting Persons
Bentley Corinne Patricia | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
46,581,514.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
16 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Shares owned reflects (a) 100,000 shares of Class B common stock owned individually by the Reporting Person, (b) 1,106,368 shares of Class B common stock held jointly with the Reporting Person's spouse, (c) 12,696,921 shares of Class B common stock held through a grantor retained annuity trust of which the Reporting Person is trustee and as to which the Reporting Person's spouse is entitled to annuity payments and shares voting but not dispositive power, and (d) 32,678,225 shares of Class B common stock held directly by 21 family trusts of which the Reporting Person is trustee. The Reporting Person disclaims beneficial ownership of any other shares of Class B common stock beneficially owned by her spouse. 16.0% is based on 291,190,420 shares of Class B common stock outstanding as of as of March 31, 2025, as disclosed in the Proxy Statement on Schedule 14A as filed by the Issuer with the Securities and Exchange Commission on April 11, 2025. There were 11,537,627 shares of Class A common stock outstanding as of March 31, 2025. 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. The percentage reported excludes the Class A common stock. After 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, the Reporting Person has sole or shared voting power with respect to 7.4% of the Issuer's common stock and sole or share dispositive power with respect to 15.4% of the Issuer's common stock.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
BENTLEY SYSTEMS INC | |
| (b) | Address of issuer's principal executive
offices:
685 Stockton Drive, Exton, PA 19341 | |
| Item 2. | ||
| (a) | Name of person filing:
Corinne Patricia Bentley | |
| (b) | Address or principal business office or, if none, residence:
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 No.:
08265T208 | |
| 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. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
46,581,514 | |
| (b) | Percent of class:
16% The percentages set forth in this Schedule 13G are calculated based upon an aggregate of 291,190,420 shares of Class B common stock outstanding as of as of March 31, 2025, as disclosed in the Proxy Statement on Schedule 14A as filed by the Issuer with the Securities and Exchange Commission on April 11, 2025. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
45,475,146 | ||
| (ii) Shared power to vote or to direct the vote:
1,106,368 | ||
| (iii) Sole power to dispose or to direct the disposition of:
45,475,146 | ||
| (iv) Shared power to dispose or to direct the disposition of:
1,106,368 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| 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
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| 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.
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