SCHEDULE 13G

CUSIP No.

08265T208

Names of Reporting Persons

Barry J. Bentley

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 69,809,155.00
7	Sole Dispositive Power 12,038,103.00
8	Shared Dispositive Power 11,263,492.00

Aggregate Amount Beneficially Owned by Each Reporting Person

69,809,155.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

62.8 %

Type of Reporting Person (See Instructions)

Comment for Type of Reporting Person: The 69,809,155 Shared Voting Power shares and the 11,263,492 Shared Dispositive Power 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. The 12,038,103 Sole Dispositive Power Shares includes (i) 1,397 shares of Class B common stock distributable under the Issuer's nonqualified deferred compensation plan within 60 days of December 31, 2024 and (ii) 92,654 shares of Class B common stock held in the Issuer's 401(k) plan. The 69,808,155 Aggregate Amount Beneficially Owned by each Reporting Person includes the shares described in the two comments above as well as 274,135 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. The percent of class of 62.8% is based on the comment directly above and 290,712,297 shares of Class B common stock outstanding as of as of October 31, 2024, 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 11,537,627 shares of Class A common stock outstanding as of October 31, 2024, including the 3,340,793 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 5.1% of the outstanding shares of Class B common stock.

SCHEDULE 13G

CUSIP No.

08265T208

Names of Reporting Persons

Gregory S. Bentley

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 69,809,155.00
7	Sole Dispositive Power 6,714,694.00
8	Shared Dispositive Power 11,263,492.00

Aggregate Amount Beneficially Owned by Each Reporting Person

69,809,155.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

62.8 %

Type of Reporting Person (See Instructions)

Comment for Type of Reporting Person: The 11,263,492 Shared Dispositive Power 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. The 6,714,694 Sole Dispositive Power Shares include (i) 2,500,000 shares of Class B common stock pledged as security for a credit facility from PNC Bank, N.A. as of the date hereof, (ii) 986,046 shares of Class B common stock distributable under the Issuer's nonqualified deferred compensation plan within 60 days of December 31, 2024 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) 137,512 shares of Class B common stock held by Gregory S. Bentley's spouse. The 69,809,155 Shared Voting Power shares and the Aggregate Amount Beneficially Owned by Each Reporting Person include the shares described in the two comments above as well as 274,135 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. The percent of class of 62.8% is based on the comment directly above and 290,712,297 shares of Class B common stock outstanding as of as of October 31, 2024, 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 11,537,627 shares of Class A common stock outstanding as of October 31, 2024, 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 2.8% of the outstanding shares of Class B common stock.

SCHEDULE 13G

CUSIP No.

08265T208

Names of Reporting Persons

Keith A. Bentley

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 69,809,155.00
7	Sole Dispositive Power 16,219,155.00
8	Shared Dispositive Power 11,263,492.00

Aggregate Amount Beneficially Owned by Each Reporting Person

69,809,155.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

62.8 %

Type of Reporting Person (See Instructions)

Comment for Type of Reporting Person: The 11,263,492 Shared Dispositive Power 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. The 16,219,155 Sole Dispositive Power Shares include (i) 295,910 shares of Class B common stock distributable under the Issuer's nonqualified deferred compensation plan within 60 days of December 31, 2024 and (ii) 92,654 shares of Class B common stock held in the Issuer's 401(k) plan. The 69,809,155 Shared Voting Power shares and the Aggregate Amount Beneficially Owned by Each Reporting Person include the shares described in the two comments above as well as 274,135 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. The percent of class of 62.8% is based on the comment directly above and 290,712,297 shares of Class B common stock outstanding as of as of October 31, 2024, 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 11,537,627 shares of Class A common stock outstanding as of October 31, 2024, 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 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 6.5% of the outstanding shares of Class B common stock.

SCHEDULE 13G

CUSIP No.

08265T208

Names of Reporting Persons

Raymond B. Bentley

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 69,809,155.00
7	Sole Dispositive Power 15,425,343.00
8	Shared Dispositive Power 11,263,492.00

Aggregate Amount Beneficially Owned by Each Reporting Person

69,809,155.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

62.8 %

Type of Reporting Person (See Instructions)

Comment for Type of Reporting Person: The 69,809,155 Shared Voting Power shares and the 11,263,492 Shared Dispositive Power 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. The 15,425,343 Sole Dispositive Power Shares include (i) 112,394 shares of Class B common stock distributable under the Issuer's nonqualified deferred compensation plan within 60 days of December 31, 2024 and (ii) 92,654 shares of Class B common stock held in the Issuer's 401(k) plan. The 69,808,155 Aggregate Amount Beneficially Owned by each Reporting Person includes the shares described in the two comments above as well as Shares owned include 274,135 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. The percent of class of 62.8% is based on the comment directly above and 290,712,297 shares of Class B common stock outstanding as of as of October 31, 2024, 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 11,537,627 shares of Class A common stock outstanding as of October 31, 2024, 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 conversion of the Class A common stock to Class B common stock, Raymond B. Bentley individually beneficially owns 5.6% of the outstanding shares of Class B common stock.

SCHEDULE 13G

CUSIP No.

08265T208

Names of Reporting Persons

BENTLEY RICHARD P.

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 69,809,155.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 11,263,492.00

Aggregate Amount Beneficially Owned by Each Reporting Person

69,809,155.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

62.8 %

Type of Reporting Person (See Instructions)

Comment for Type of Reporting Person: The 11,263,492 Shared Dispositive Power 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. The 69,809,155 Shared Voting Power shares and the Aggregate Amount Beneficially Owned by Each Reporting Person include the comment directly above and 274,135 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. The percent of class of 62.8% is based on the comment directly above and 290,712,297 shares of Class B common stock outstanding as of as of October 31, 2024, 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 11,537,627 shares of Class A common stock outstanding as of October 31, 2024, 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 0.3% of the outstanding shares of Class B common stock.

SCHEDULE 13G

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:

This statement is being filed by Barry J. Bentley, Gregory S. Bentley, Keith A. Bentley, Raymond B. Bentley, and Richard P. Bentley.

(b)

Address or 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 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);

(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)

An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

(f)

An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

(g)

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

A savings associations 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)

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).

Item 4.

Ownership

(a)

Amount beneficially owned:

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 290,712,297 shares of Class B common stock outstanding as of as of October 31, 2024, as disclosed in the Quarterly Report on Form 10-Q as filed by the Issuer with the Securities and Exchange Commission on November 7, 2024.

(b)

Percent of class:

(c)

Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote:

(ii) Shared power to vote or to direct the vote:

(iii) Sole power to dispose or to direct the disposition of:

(iv) Shared power to dispose or to direct the disposition of:

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

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.

If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.

See Exhibit 99.1

Item 9.

Notice of Dissolution of Group.

Not Applicable

Item 10.

Certifications:

Not Applicable

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.

Barry J. Bentley

Signature:	/s/ Barry J. Bentley
Name/Title:	N/A
Date:	02/05/2025

Gregory S. Bentley

Signature:	/s/ Gregory S. Bentley
Name/Title:	N/A
Date:	02/05/2025

Keith A. Bentley

Signature:	/s/ Keith A. Bentley
Name/Title:	N/A
Date:	02/05/2025

Raymond B. Bentley

Signature:	/s/ Raymond B. Bentley
Name/Title:	N/A
Date:	02/05/2025

BENTLEY RICHARD P.

Signature:	/s/ Richard P. Bentley
Name/Title:	N/A
Date:	02/05/2025

Exhibit Information

99.1 Item 8 Information 99.2 Joint Filing Agreement, dated February 14, 2023, among Richard P. Bentley, Keith A. Bentley, Barry J. Bentley, Gregory S. Bentley and Raymond S. Bentley, incorporated by reference to the Amendment No. 2 to the Schedule 13G filed by the Reporting Persons on February 14, 2023.