Washington, D.C. 20549


Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*

(Last) (First) (Middle)


(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
3. Issuer Name and Ticker or Trading Symbol
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B Common Stock 3,000,000 D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Class A Common Stock (1) (1) Class B Common Stock 1,000,000 (1) D
Explanation of Responses:
1. Each share of Class A common stock of the Issuer ("Class A Common Stock") is entitled to 29 votes per share and is convertible at any time into one share of the Issuer's Class B Common Stock. Shares of Class A Common Stock will automatically convert into shares of Class B Common Stock upon certain transfers described in the Issuer's Amended and Restated Certificate of Incorporation.
Exhibit List: Exhibit 24 - Power of Attorney.
/s/ Walter J. Mostek, Attorney-in-Fact 09/23/2020
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
                           LIMITED POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby makes, constitutes and
appoints each of David R. Shaman and Walter J. Mostek, or any of them acting
individually, as the undersigned's true and lawful attorney-in-fact, with full
power and authority as hereinafter described on behalf of and in the name, place
and stead of the undersigned to:

    1.  prepare, execute, acknowledge, deliver and file Schedules 13G, 13D,
        Forms 3, 4, and 5 (including any amendments thereto), including
        applications for Form ID, and any actions or documents necessary to
        facilitate the timely filing of beneficial ownership reports, with
        respect to the securities of Bentley Systems Incorporated, a Delaware
        corporation (the "Company"), with the United States Securities and
        Exchange Commission, any national securities exchanges and the Company,
        as considered necessary or advisable under Sections 13(d) and 16(a) of
        the Securities Exchange Act of 1934 and the rules and regulations
        promulgated thereunder, as amended from time to time (the "Exchange

    2.  seek or obtain, as the undersigned's representative and on the
        undersigned's behalf, information on transactions in the Company's
        securities from any third party, including brokers, employee benefit
        plan administrators and trustees, and the undersigned hereby authorizes
        any such person to release any such information to the undersigned and
        approves and ratifies any such release of information; and

    3.  do and perform any and all other acts which in the discretion of such
        attorney-in-fact are necessary or desirable for and on behalf of the
        undersigned in connection with the foregoing.

The undersigned acknowledges that:

    1.  this Limited Power of Attorney authorizes, but does not require, each
        such attorney-in-fact to act in their discretion on information
        provided to such attorney-in-fact without independent verification of
        such information;

    2.  any documents prepared and/or executed by either such attorney-in-fact
        on behalf of the undersigned pursuant to this Limited Power of Attorney
        will be in such form and will contain such information and disclosure as
        such attorney-in-fact, in his or her discretion, deems necessary or

    3.  neither the Company nor either of such attorneys-in-fact assumes (i) any
        liability for the undersigned's responsibility to comply with the
        requirements of the Exchange Act, (ii) any liability of the undersigned
        for any failure to comply with such requirements, or (iii) any
        obligation or liability of the undersigned for profit disgorgement under
        Section 13 or 16 of the Exchange Act; and

    4.  this Limited Power of Attorney does not relieve the undersigned from
        responsibility for compliance with the undersigned's obligations under
        the Exchange Act, including without limitation the reporting
        requirements under Sections 13(d) and 16 of the Exchange Act. The
        undersigned hereby gives and grants each of the foregoing attorneys-in-
        fact full power and authority to do and perform all and every act and
        thing whatsoever requisite, necessary or appropriate to be done in and
        about the foregoing matters as fully to all intents and purposes as the
        undersigned might or could do if present, hereby ratifying all that each
        such attorney-in-fact of, for and on behalf of the undersigned, shall
        lawfully do or cause to be done by virtue of this Limited Power of

This Limited Power of Attorney shall remain in full force and effect until
revoked by the undersigned in a signed writing delivered to each such attorney-

IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to
be executed as of this 18th day of September, 2020.

/s/ Richard P. Bentley

Richard P. Bentley