Common Stock

3 Months Ended

Mar. 31, 2021

Sales, Repurchases, and Issuances of Company Common Stock

In September 2016, the Company entered into a Class B Common Stock Purchase Agreement with a strategic investor (the “Common Stock Purchase Agreement”), pursuant to which the investor could acquire in a series of transactions up to $200,000 of the Company’s Class B Common Stock at the then prevailing fair market value, either directly from selling stockholders, in which case the Company would act as pass through agent, or by funding the Company’s repurchase and subsequent sale to the investor of shares acquired by the Company from existing Company stockholders.

The Common Stock Purchase Agreement grants to the strategic investor certain informational and protective rights, including, for so long as the Company remains party to a long-term strategic collaboration agreement with the investor, a pre‑IPO right of first refusal on any sale of the Company and a post‑IPO right to participate in any sale process the Company may undertake. The strategic investor’s right of first refusal terminated upon the effectiveness of the Company’s IPO registration statement.

On April 23, 2018, the Company entered into an amendment to the Common Stock Purchase Agreement, which (i) increased the maximum purchase amount from $200,000 to $250,000 thereunder, (ii) extended the expiration of the agreement from 2026 to 2030, and (iii) granted the Company the right to retain a portion of the shares that would otherwise be sold to the investor.

During the three months ended March 31, 2020, there were no shares purchased under the Common Stock Purchase Agreement. As of December 31, 2020, the investor reached the maximum purchase amount of $250,000.

For the three months ended March 31, 2021, the Company issued 1,263,121 shares of Class B Common Stock to colleagues who exercised their stock options, net of 262,210 shares withheld at exercise to pay for the cost of the stock options, as well as for $7,158 of applicable income tax withholdings. The Company received $1,751 in proceeds from the exercise of stock options.

For the three months ended March 31, 2020, the Company issued 697,833 shares of Class B Common Stock to colleagues who exercised their stock options, net of 561,667 shares withheld at exercise to pay for the cost of the stock options, as well as for $1,341 of applicable income tax withholdings. The Company received $724 in proceeds from the exercise of stock options. For the three months ended March 31, 2020, the Company paid $302 for 37,870 shares sold back to the Company upon exercise of the Put and Call provisions under its applicable equity incentive plans. Upon the completion of the IPO, the Put and Call provisions of the Company’s Amended and Restated 2015 Equity Incentive Plan (the “2015 Equity Incentive Plan”) terminated automatically.

For the three months ended March 31, 2021, the Company issued 79,961 shares of Class B Common Stock in connection with Bonus Plan incentive compensation earned in the fourth quarter of 2020, net of shares withheld. Of the total 126,038 shares awarded, 46,077 shares were sold back to the Company to pay for applicable income tax withholdings of $2,037.

For the three months ended March 31, 2021 and 2020, the Company issued 339,503 and 683,072 shares of Class B Common Stock to DCP participants in connection with distributions from the plan. The distribution in shares for the three months ended March 31, 2021 totaled 556,475 shares of which 216,972 shares were sold back to the Company in the same period to pay for applicable income tax withholdings of $8,859. The distribution in shares for the three months ended March 31, 2020 totaled 720,827 shares of which 37,755 shares were sold back to the Company to pay for the cost of applicable income tax withholding of $301.

For the three months ended March 31, 2021, the Company did not repurchase shares from its profit‑sharing plan. The Company repurchased 186,715 shares from its profit‑sharing plan for $1,850 for the three months ended March 31, 2020.

Dividends — The Company declared cash dividends during the periods presented as follows:


	Dividend
	Per Share		Amount
2021:
First quarter	$	0.03	$	8,219
2020:
First quarter	$	0.03	$	7,666

Global Employee Stock Purchase Plan — Effective September 22, 2020, the Company’s Board and its stockholders adopted and approved the Bentley Systems, Incorporated Global Employee Stock Purchase Plan (the “ESPP”). The ESPP provides eligible colleagues of the Company with an opportunity to contribute up to 15% of their eligible compensation toward the purchase of the Company’s Class B Common Stock at a discounted price, up to a maximum of $25 per year and subject to any other plan limitations. The ESPP has 25,000,000 shares of Class B Common Stock reserved for issuance. The ESPP will be implemented by means of consecutive offering periods, with the first offering period commencing on the first trading day on or after January 1, 2021 and ending on the last trading day on or before June 30, 2021. Unless otherwise determined by the board of directors, offering periods will run from January 1st (or the first trading day thereafter) through June 30th (or the first trading day prior to such date), and from July 1st (or the first trading day thereafter) through December 31st (or the first trading day prior to such date). The purchase price per share at which shares of Class B Common Stock are sold in an offering period under the ESPP will be equal to the lesser of 85% of the fair market value of a share of Class B Common Stock (i) on the first trading day of the offering period, or (ii) on the purchase date (i.e., the last trading day of the purchase period). As of March 31, 2021, $1,946 of ESPP withholding via employee payroll deduction were recorded in Accruals and other current liabilities in the consolidated balance sheet. As of March 31, 2021, no shares were issued under the ESPP.