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SC 13G Filing
Benson Hill (BHIL) SC 13GBenson Hill / Mercury Fund III ownership change
Filed: 14 Feb 25, 9:43pm
SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
Benson Hill, Inc. (Name of Issuer) |
Common Stock, $0.0001 par value (Title of Class of Securities) |
082490202 (CUSIP Number) |
09/30/2021 (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
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SCHEDULE 13G |
CUSIP No. | 082490202 |
1 | Names of Reporting Persons Mercury Fund Ventures III, L.P. | ||||||||
2 | Check the appropriate box if a member of a Group (see
instructions) ![]() ![]() | ||||||||
3 | Sec Use Only | ||||||||
4 | Citizenship or Place of Organization DELAWARE | ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 185,862.00 | ||||||||
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) 3.0 % | ||||||||
12 | Type of Reporting Person (See Instructions) PN |
SCHEDULE 13G |
CUSIP No. | 082490202 |
1 | Names of Reporting Persons Mercury Fund Affiliates III, L.P. | ||||||||
2 | Check the appropriate box if a member of a Group (see
instructions) ![]() ![]() | ||||||||
3 | Sec Use Only | ||||||||
4 | Citizenship or Place of Organization DELAWARE | ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 8,756.00 | ||||||||
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) 0.1 % | ||||||||
12 | Type of Reporting Person (See Instructions) PN |
SCHEDULE 13G |
CUSIP No. | 082490202 |
1 | Names of Reporting Persons Mercury Fund Partners III, L.P. | ||||||||
2 | Check the appropriate box if a member of a Group (see
instructions) ![]() ![]() | ||||||||
3 | Sec Use Only | ||||||||
4 | Citizenship or Place of Organization DELAWARE | ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 194,618.00 | ||||||||
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) 3.2 % | ||||||||
12 | Type of Reporting Person (See Instructions) PN |
SCHEDULE 13G |
CUSIP No. | 082490202 |
1 | Names of Reporting Persons Mercury Partners, LLC | ||||||||
2 | Check the appropriate box if a member of a Group (see
instructions) ![]() ![]() | ||||||||
3 | Sec Use Only | ||||||||
4 | Citizenship or Place of Organization DELAWARE | ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 194,618.00 | ||||||||
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) 3.2 % | ||||||||
12 | Type of Reporting Person (See Instructions) OO |
SCHEDULE 13G |
CUSIP No. | 082490202 |
1 | Names of Reporting Persons Mercury Camelback Fund, LLC | ||||||||
2 | Check the appropriate box if a member of a Group (see
instructions) ![]() ![]() | ||||||||
3 | Sec Use Only | ||||||||
4 | Citizenship or Place of Organization DELAWARE | ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 189,519.00 | ||||||||
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) 3.1 % | ||||||||
12 | Type of Reporting Person (See Instructions) OO |
SCHEDULE 13G |
CUSIP No. | 082490202 |
1 | Names of Reporting Persons Mercury Partners Management, LLC | ||||||||
2 | Check the appropriate box if a member of a Group (see
instructions) ![]() ![]() | ||||||||
3 | Sec Use Only | ||||||||
4 | Citizenship or Place of Organization DELAWARE | ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 189,519.00 | ||||||||
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) 3.1 % | ||||||||
12 | Type of Reporting Person (See Instructions) OO |
SCHEDULE 13G |
CUSIP No. | 082490202 |
1 | Names of Reporting Persons Adrian Fortino | ||||||||
2 | Check the appropriate box if a member of a Group (see
instructions) ![]() ![]() | ||||||||
3 | Sec Use Only | ||||||||
4 | Citizenship or Place of Organization UNITED STATES | ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 189,519.00 | ||||||||
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) 3.1 % | ||||||||
12 | Type of Reporting Person (See Instructions) IN |
SCHEDULE 13G |
CUSIP No. | 082490202 |
1 | Names of Reporting Persons Blair Garrou | ||||||||
2 | Check the appropriate box if a member of a Group (see
instructions) ![]() ![]() | ||||||||
3 | Sec Use Only | ||||||||
4 | Citizenship or Place of Organization UNITED STATES | ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 384,137.00 | ||||||||
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) 6.3 % | ||||||||
12 | Type of Reporting Person (See Instructions) IN |
SCHEDULE 13G |
CUSIP No. | 082490202 |
1 | Names of Reporting Persons Aziz Gilani | ||||||||
2 | Check the appropriate box if a member of a Group (see
instructions) ![]() ![]() | ||||||||
3 | Sec Use Only | ||||||||
4 | Citizenship or Place of Organization UNITED STATES | ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 189,519.00 | ||||||||
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) 3.1 % | ||||||||
12 | Type of Reporting Person (See Instructions) IN |
SCHEDULE 13G |
CUSIP No. | 082490202 |
1 | Names of Reporting Persons Dan Watkins | ||||||||
2 | Check the appropriate box if a member of a Group (see
instructions) ![]() ![]() | ||||||||
3 | Sec Use Only | ||||||||
4 | Citizenship or Place of Organization UNITED STATES | ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 194,618.00 | ||||||||
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) 3.2 % | ||||||||
12 | Type of Reporting Person (See Instructions) IN |
SCHEDULE 13G |
Item 1. | ||
(a) | Name of issuer: Benson Hill, Inc. | |
(b) | Address of issuer's principal executive
offices: 1001 North Warson Rd, Ste 300 St. Louis, MO, 63132 | |
Item 2. | ||
(a) | Name of person filing: This Schedule is filed by Mercury Fund Ventures III, L.P. ("Fund III"), Mercury Fund Affiliates III, L.P. ("Affiliates III"), Mercury Fund Partners III, L.P. ("GP III"), Mercury Partners, LLC ("UGP"), Mercury Camelback Fund LLC ("Camelback"), Mercury Partners Management, LLC ("MM"), Adrian Fortino, Blair Garrou, Aziz Gilani and Dan Watkins. The foregoing entities and individuals are collectively referred to as the "Reporting Persons." | |
(b) | Address or principal business office or, if
none, residence: c/o Mercury Partners Management, LLC
3737 Buffalo Speedway, Suite 1750
Houston, Texas 77098 | |
(c) | Citizenship: See Row 4 of cover page for each Reporting Person. | |
(d) | Title of class of securities: Common Stock, $0.0001 par value | |
(e) | CUSIP No.: 082490202 | |
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) | ![]() | |
(b) | ![]() | |
(c) | ![]() | |
(d) | ![]() | |
(e) | ![]() | |
(f) | ![]() | |
(g) | ![]() | |
(h) | ![]() | |
(i) | ![]() | |
(j) | ![]() please specify the type of institution: | |
(k) | ![]() | |
Item 4. | Ownership | |
(a) | Amount beneficially owned: See Row 9 of cover page for each Reporting Person. | |
(b) | Percent of class: See Row 11 of cover page for each Reporting Person. % | |
(c) | Number of shares as to which the person has: | |
(i) Sole power to vote or to direct the vote: See Row 5 of cover page for each Reporting Person. | ||
(ii) Shared power to vote or to direct the
vote: See Row 6 of cover page for each Reporting Person. | ||
(iii) Sole power to dispose or to direct the
disposition of: See Row 7 of cover page for each Reporting Person. | ||
(iv) Shared power to dispose or to direct the
disposition of: See Row 8 of cover page for each Reporting Person. | ||
Item 5. | Ownership of 5 Percent or Less of a Class. | |
Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
If any other person is known to have the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to
that effect should be included in response to this item and, if such interest relates to more
than 5 percent of the class, such person should be identified. A listing of the shareholders of
an investment company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.
Under certain circumstances set forth in the limited partnership agreements of Fund III, Affiliates III and GP III, and the limited liability company agreements of UGP III, MM and Camelback, the partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from the sale of, shares of the Issuer directly or indirectly owned by each such entity of which they are a partner or member. | ||
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. |
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Exhibit
Information |
Agreement of Joint Filing
The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of the Issuer shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G.
Date: February 14, 2025
MERCURY FUND VENTURES III, L.P.
By: Mercury Fund Partners III, L.P., its general partner
By: Mercury Partners, LLC, its general partner
By: /s/ Blair Garrou
Name: Blair Garrou
Title: Manager
MERCURY FUND AFFILIATES III, L.P.
By: Mercury Fund Partners III, L.P., its general partner
By: Mercury Partners, LLC, its general partner
By: /s/ Blair Garrou
Name: Blair Garrou
Title: Manager
MERCURY FUND PARTNERS III, L.P.
By: Mercury Partners, LLC, its general partner
By: /s/ Blair Garrou
Name: Blair Garrou
Title: Manager
MERCURY PARTNERS, LLC
By: /s/ Blair Garrou
Name: Blair Garrou
Title: Manager
MERCURY CAMELBACK FUND, LLC
By: Mercury Partners Management, LLC, its managing member
By: /s/ Blair Garrou
Name: Blair Garrou
Title: Managing Member
MERCURY PARTNERS MANAGEMENT, LLC
By: /s/ Blair Garrou
Name: Blair Garrou
Title: Managing Member
Adrian Fortino
/s/ Adrian Fortino
Blair Garrou
/s/ Blair Garrou
Aziz Gilani
/s/ Aziz Gilani
Dan Watkins
/s/ Dan Watkins |