Except as otherwise indicated, the address of each of the persons in this table is c/o Bentley Systems, Incorporated, 685 Stockton Drive, Exton, Pennsylvania 19341.
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Common stock
beneficially owned
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% of total
voting
power(1)
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Class A
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Class B
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Name of Beneficial Owner
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Number
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%
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Number
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%
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Executive Officers and Directors:
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Keith A. Bentley(2)(11) |
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3,340,793
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28.8%
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16,321,017
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5.8%
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18.4%
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Barry J. Bentley(3)(11) |
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3,340,793
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28.8%
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12,169,757
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4.3%
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17.7%
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Gregory S. Bentley(4)(11) |
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1,926,509
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16.6%
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7,112,433
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2.5%
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10.2%
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Raymond B. Bentley(5)(11) |
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1,655,397
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14.3%
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16,162,949
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5.8%
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10.4%
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Kirk B. Griswold(6) |
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—
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—
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419,374
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*
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*
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Brian F. Hughes |
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—
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—
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21,544
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*
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*
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Janet B. Haugen |
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—
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—
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16,242
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*
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*
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David J. Hollister(7) |
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—
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—
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1,226,183
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*
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*
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Werner Andre(8) |
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—
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—
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214,099
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*
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*
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Nicholas H. Cumins(9) |
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—
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—
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44,303
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*
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*
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All executive officers and directors as a group (12 persons)(10)
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10,263,492
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88.5%
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53,107,696
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19.0%
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56.9%
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5% Stockholders:
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Richard P. Bentley(11)(12) |
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1,000,000
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8.6%
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—
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—
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4.7%
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The Vanguard Group(13) |
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—
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—
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20,101,992
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7.2%
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3.3%
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*
Indicates less than 1%.
(1)
Percentage of total voting power represents voting power with respect to all shares of our Class A and Class B common stock, as a single class.
(2)
Includes (i) 2,080,470 shares of Class B common stock distributable under our DCP within 60 days of April 4, 2023 assuming Keith A. Bentley’s termination of employment on such date and (ii) 92,654 shares of Class B common stock held in our 401(k) plan. Excludes 35,292,974 shares of Class B common stock held by various trusts of which Keith A. Bentley’s spouse, family members, or third-party trustees serve as trustee and as to which Keith A. Bentley disclaims beneficial ownership.
(3)
Includes 92,654 shares of Class B common stock held in our 401(k) plan. Excludes 29,735,102 shares of Class B common stock held by various trusts of which Barry J. Bentley’s spouse, family members, or third-party trustees serve as trustee and as to which Barry J. Bentley disclaims beneficial ownership.
(4)
Includes (i) 2,500,000 shares of Class B common stock pledged as security for a credit facility from PNC Bank, N.A., (ii) 978,428 shares of Class B common stock distributable under our DCP within 60 days of April 4, 2023 assuming Gregory S. Bentley’s termination of employment on such date, (iii) 92,654 shares of Class B common stock held in our 401(k) plan and (iv) 137,512 shares of Class B common stock held by Gregory S. Bentley’s spouse. Excludes 28,880,641 shares of Class B common stock held by various trusts of which Gregory S. Bentley’s spouse, family members, or third-party trustees serve as trustee and as to which Gregory S. Bentley disclaims beneficial ownership.
(5)
Includes 92,654 shares of Class B common stock held in our 401(k) plan. Excludes 2,401,678 shares of Class B common stock held by trusts of which Raymond B. Bentley’s spouse, family members, or third-party trustees serve as trustee and as to which Raymond B. Bentley disclaims beneficial ownership.
(6)
Includes (i) 10,000 shares of Class B common stock issuable pursuant to options that are exercisable within 60 days of April 4, 2023 and (ii) 11,241 shares of Class B common stock subject to a scheduled distribution from our DCP within 60 days of April 4, 2023.
(7)
Includes (i) 513,813 shares of Class B common stock distributable under our DCP within 60 days of April 4, 2023 in connection with David J. Hollister’s termination of employment with the Company on March 31, 2023 and (ii) 606,251 shares of Class B common stock otherwise subject to a scheduled distribution from our DCP within 60 days of April 4, 2023.
(8)
Includes (i) 68,750 shares of Class B common stock issuable pursuant to options that are exercisable within 60 days of April 4, 2023, (ii) 960 shares of Class B common stock issuable pursuant to restricted stock unit awards that are scheduled to vest within 60 days of April 4, 2023 (iii) and (iii) 91,512 shares of Class B common stock pledged as security for a credit facility from PNC Bank, N.A.
(9)
Includes 3,084 shares of Class B common stock issuable pursuant to restricted stock unit awards that are scheduled to vest within 60 days of April 4, 2023.
(10)
Includes (i) an aggregate total of 2,651,496 shares of Class B common stock pledged as security for credit facilities from PNC Bank, N.A. and Morgan Stanley Private Bank, National Association, (ii) 182,750 shares of Class B common stock issuable pursuant to options that are exercisable within 60 days of April 4, 2023, (iii) 3,058,898 shares of Class B common stock distributable under our DCP within 60 days of April 4, 2023 assuming such persons’ termination of employment on such date, (iv) 20,598 shares of Class B common stock subject to scheduled distributions from our DCP within 60 days of April 4, 2023, (iv) 6,727 shares of Class B common stock issuable pursuant to restricted stock unit awards that are scheduled to vest within 60 days of April 4, 2023, (v) 403,251 shares of Class B common stock held in our 401(k) plan and (vi) 457,512 shares of Class B common stock held indirectly by spouses and/or grantor retained annuity trusts.