Brunts DeAnn L Form 3 Benson Hill / DeAnn L Brunts ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Brunts DeAnn L

(Last) (First) (Middle)

C/O BENSON HILL, INC.,

1001 NORTH WARSON RD.

(Street)

ST. LOUIS MO 63132

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/29/2021

3. Issuer Name and Ticker or Trading Symbol
Benson Hill, Inc. [ BHIL ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Financial Officer

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)

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
Common Stock Option (right to buy)	(1)	01/24/2031	Common Stock	645,240	1.99	D
Common Stock Option (right to buy)	(2)	01/24/2031	Common Stock	172,064	1.99	D
Earn Out Awards	(3)(4)	09/28/2031	Common Stock	110,764	(5)	D

Explanation of Responses:

1. Granted on January 25, 2021. The common stock options vest in equal yearly installments over two years until fully vested on January 11, 2023.

2. Granted on January 25, 2021. The common stock options vest in equal quarterly installments over two years until fully vested on December 1, 2022.

3. On September 29, 2021 (the "Closing Date"), the reporting person received the right to acquire 110,764 shares of common stock in connection with the consummation of the business combination pursuant to the terms of the merger agreement dated as of May 8, 2021 by and among Star Peak Corp II (the Issuer's predecessor), STPC Merger Sub Corp. and Benson Hill, Inc. (n/k/a Benson Hill Holdings, Inc.), (i) one-half of which will be released from escrow if the dollar volume-weighted average closing price is greater than or equal to $14.00 over any 20 trading days within any 30 consecutive trading day period;

4. and (ii) one-half of which will be released from such escrow if the dollar volume-weighted average closing price is greater than or equal to $16.00 over any 20 trading days within any 30 consecutive trading day period. Any restricted stock units that do not vest within three years of the Closing Date will be forfeited and canceled. Settlement will generally occur within 10 days of vesting and may at the discretion of the plan administrator be settled in each or partly in cash and partly in shares.

5. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Yevgeny Fundler, Attorney-in-Fact	10/08/2021
	** 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).
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