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United States securities and exchange commission logo
August 14, 2020
Gregory S. Bentley
Chief Executive Officer
Bentley Systems, Incorporated
685 Stockton Drive
Exton, PA 19341
Re: Bentley Systems,
Incorporated
Amendment No. 2 to
Draft Registration Statement on Form S-1
Submitted August 7,
2020
CIK No. 0001031308
Dear Mr. Bentley:
We have reviewed your amended draft registration statement and
have the following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments. Unless otherwise noted, where prior comments are referred to
they refer to our letter
dated March 20, 2020.
Amendment No. 2 to Draft Registration Statement on Form S-1
Prospectus Summary, page 1
1. We note your revised
disclosures in response to prior comment 1. Please revise to also
include this
information for the interim periods ending June 30, 2020 and 2019.
2. We note your response
to prior comment 2. Please disclose in the summary section that
you authored the 2019
Bentley Infrastructure 500 Top Owners report.
Gregory S. Bentley
FirstName LastNameGregory
Bentley Systems, IncorporatedS. Bentley
Comapany
August 14, NameBentley
2020 Systems, Incorporated
August
Page 2 14, 2020 Page 2
FirstName LastName
Risk Factors
Risks Related to the Ownership of Our Class B Common Stock
The choice of forum provision..., page 48
3. We note that your forum selection provision identifies the federal
district court for the
District of Delaware as the exclusive forum for claims brought under
the Securities Act or
the Exchange Act. Please also state that investors cannot waive
compliance with the
federal securities laws and the rules and regulations thereunder. In
that regard, we note
that Section 22 of the Securities Act creates concurrent jurisdiction
for federal and state
courts over all suits brought to enforce any duty or liability created
by the Securities Act
or the rules and regulations thereunder.
Capitalization, page 56
4. Please revise the introductory paragraph to disclose the amount of
additional share-based
compensation expense that will be included in as adjusted accumulated
deficit for the
994,912 shares of Class B stock that will vest upon consummation of
this offering. With
regards to the shares of Class B stock that will be sold in this
offering following the
exercise of stock options for such shares, please tell us how you
determined this
adjustment meets the factually supportable criteria of Rule
11-02(b)(6) of Regulation S-
X. In this regard, tell us whether you have enforceable commitments
from certain option
holders of their intent to exercise such options.
Consolidated Financial Statements
Note 23. Subsequent Events, page F-79
5. With regard to the restricted stock awards granted after June 30,
2020, please revise to
disclose the amount of estimated unrecognized stock-based compensation
expense that is
associated with these awards. Refer to ASC 855-10-50-2(b).
You may contact David Edgar, Staff Accountant, at (202) 551-3459 or
Kathleen Collins,
Accounting Branch Chief, at (202) 551-3499 if you have questions regarding
comments on the
financial statements and related matters. Please contact Jeff Kauten, Staff
Attorney, at (202)
551-3447 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other
questions.
Sincerely,
Division of
Corporation Finance
Office of
Technology
cc: Richard Fenyes, Esq.