Benson Hill (BHIL) Form 4 Benson Hill / Yevgeny Fundler ownership change

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Fundler Yevgeny

(Last) (First) (Middle)

C/O BENSON HILL, INC.

1001 N. WARSON RD, STE 300

(Street)

ST. LOUIS MO 63132

(City) (State) (Zip)

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Legal Officer/Corp Secty

3. Date of Earliest Transaction (Month/Day/Year)
03/16/2024

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/16/2024		M		37,465(1)	A	(2)	78,840	D
Common Stock	03/16/2024		F		12,909	D	$0.215	65,931	D
Common Stock	03/18/2024		M		17,878(3)	A	(2)	83,809	D
Common Stock	03/18/2024		F		6,159	D	$0.2449	77,650	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(2)	03/16/2024		M			37,465	(1)	(1)	Common Stock, $0.0001 par value per share	37,465	$0	74,930	D
Restricted Stock Units	(2)	03/18/2024		M			17,878	(3)	(3)	Common Stock, $0.0001 par value per share	17,878	$0	35,755	D

Explanation of Responses:

1. Represents vesting of the first of three tranches of restricted stock units granted on March 9, 2023 under the Issuer's 2021 Omnibus Incentive Plan. The remaining tranches will vest in substantially equal installments on March 16, 2025 and 2026.

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

3. Represents vesting of the second of four tranches of restricted stock units granted on March 18, 2022 under the Issuer's 2021 Omnibus Incentive Plan. The remaining tranches will vest in substantially equal installments on March 18, 2025 and 2026.

Remarks:

	/s/ Tana Murphy, Attorney-in-Fact	03/19/2024
	** 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 4 (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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