[SCHEDULE 13G/A] Bentley Systems, Incorporated SEC Filing

Rhea-AI Filing Summary

Joseph P. Logan reports beneficial ownership of 13,335,473 shares of Class B common stock of Bentley Systems held through four separate gift trusts of which he is trustee. The shares were previously owned by the Gregory S. Bentley 2009 Gift Trust, which was divided into the four trusts after Mr. Logan was appointed trustee of the Original Trust on June 2, 2023. Mr. Logan holds sole voting and sole dispositive power over the reported shares, which represent 4.6% of the Class B shares outstanding based on 292,093,306 shares disclosed by the issuer. The filing includes a certification that the securities were not acquired to change or influence control of the issuer.

Insights

Corporate Governance Expert

TL;DR Consolidation of trust ownership under a single trustee centralizes voting but remains below 5% ownership, limiting immediate control implications.

The filing shows 13,335,473 Class B shares are held across four gift trusts with Joseph P. Logan as trustee and with sole voting and dispositive power. At 4.6% of the outstanding Class B, this position is meaningful as a notable stakeholder but stays below the 5% threshold that typically attracts heightened market and regulatory attention. The certification that shares were not acquired to influence control reduces governance escalation risk based on the disclosed facts.

Securities Analyst

TL;DR A concentrated trustee position of 13.34M Class B shares is material for ownership reporting but is not a controlling stake.

From an investor-significance perspective, the reported 13,335,473 shares with sole voting and dispositive authority provide Mr. Logan with a clear, centralized position in the company’s Class B capital. However, representing 4.6% of Class B outstanding, the disclosure is routine under Schedule 13G/A reporting standards and does not by itself indicate a shift in control or an activist intent per the filer’s certification.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

Bentley Systems, Incorporated

(Name of Issuer)

Class B Common Stock

(Title of Class of Securities)

08265T208

(CUSIP Number)

06/30/2025

(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)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 08265T208

1

Names of Reporting Persons

Joseph P. Logan

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

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 13,335,473.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 13,335,473.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

13,335,473.00

10

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

11

Percent of class represented by amount in row (9)

4.6 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: Shares owned reflects 13,335,473 shares of Class B common stock owned by four separate gift trusts of which the Reporting Person is trustee. The Gregory S. Bentley 2009 Gift Trust (the "Original Trust") previously directly owned all of the shares reported on this Schedule 13G/A. Joseph Logan was appointed the trustee of the Original Trust on June 2, 2023. The Original Trust was subsequently divided into four separate gift trusts (the "Four Trusts"). Joseph Logan was appointed trustee of each of the Four Trusts and has voting and dispositive power over the shares held by the Four Trusts. 4.6% is based on 292,093,306 shares of Class B common stock outstanding as of June 30, 2025, as disclosed in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 6, 2025.

SCHEDULE 13G

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: The Gregory S. Bentley 2009 Gift Trust (the "Original Trust") previously directly owned all of the shares reported on this Schedule 13G/A. Joseph Logan was appointed the trustee of the Original Trust on June 2, 2023. The Original Trust was subsequently divided into four separate gift trusts (the "Four Trusts"). Joseph Logan was appointed trustee of each of the Four Trusts and has voting and dispositive power over the shares held by the Four Trusts.
(b)	Address or principal business office or, if none, residence: 400 West Fourth Street, #501, Winston-Salem, NC 27101
(c)	Citizenship: United States
(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: 13,335,473
(b)	Percent of class: 4.6%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 13,335,473
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 13,335,473
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
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.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

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.

Joseph P. Logan

Signature:	/s/Joseph P. Logan
Name/Title:	Joseph P. Logan
Date:	08/12/2025

FAQ

How many Class B shares of Bentley Systems (BSY) does Joseph P. Logan report owning?

The filing reports beneficial ownership of 13,335,473 Class B shares.

What percentage of Bentley Systems Class B does that represent?

The reported shares represent 4.6% of Class B common stock based on 292,093,306 shares outstanding as disclosed by the issuer.

How are the shares held by Joseph P. Logan structured?

The shares are held by four separate gift trusts (the "Four Trusts") that resulted from dividing the Gregory S. Bentley 2009 Gift Trust, with Mr. Logan serving as trustee of each trust.

Does Joseph P. Logan have voting and dispositive power over the reported shares?

Yes. The filing states Mr. Logan has sole voting power and sole dispositive power over the 13,335,473 shares.

Was the reported ownership acquired to influence control of Bentley Systems (BSY)?

The filing includes a certification stating the securities were not acquired and are not held for the purpose of changing or influencing control of the issuer.