| 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*
(Street)
| 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)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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| 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) |
| Common Stock | 3,437,507(4) | D | |
| Common Stock | 93,213(5) | I | By Crisp Exempt Trust for CEC(1) |
| Common Stock | 93,213(6) | I | By Crisp 2021 GRAT for EMC(2) |
| Common Stock | 93,213(7) | I | By Crisp 2021 GRAT for LAC(3) |
| 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) | (8) | 10/31/2025 | Common Stock | 80,655 | 0.15 | D | |
| Common Stock Option (right to buy) | (9) | 05/10/2026 | Common Stock | 215,080 | 0.15 | D | |
| Common Stock Option (right to buy) | (10) | 04/06/2027 | Common Stock | 322,620 | 0.49 | D | |
| Common Stock Option (right to buy) | (11) | 08/13/2028 | Common Stock | 537,700 | 1.1 | D | |
| Common Stock Option (right to buy) | (12) | 10/12/2029 | Common Stock | 268,850 | 1.35 | D | |
| Common Stock Option (right to buy) | (13) | 01/24/2031 | Common Stock | 268,851 | 1.99 | D | |
| Common Stock Option (right to buy) | (14) | 02/08/2031 | Common Stock | 537,700 | 1.99 | D | |
| Earn Out Shares | (15)(16) | 09/28/2024 | Common Stock | 463,158 | 0.00 | D | |
| Earn Out Shares | (17) | 09/28/2024 | Common Stock | 12,558 | 0.00 | I | By Crisp 2021 GRAT for CEC(5) |
| Earn Out Shares | (18) | 09/28/2024 | Common Stock | 12,558 | 0.00 | I | By Crisp 2021 GRAT for EMC(6) |
| Earn Out Shares | (19) | 09/28/2024 | Common Stock | 12,558 | 0.00 | I | By Crisp 2021 GRAT for LAC(7) |
| Earn Out Awards | (20) | 09/28/2031 | Common Stock | 382,138 | (21) | D | |
| Explanation of Responses: |
| 1. The shares are held by Crisp 2021 GRAT for CEC. The reporting person is sole beneficiary and sole trustee of Crisp Exempt Trust for CEC. |
| 2. The shares are held by Crisp 2021 GRAT for EMC. The reporting person is sole beneficiary and sole trustee of Crisp Exempt Trust for EMC. |
| 3. The shares are held by Crisp 2021 GRAT for LAC. The reporting person is sole beneficiary and sole trustee of Crisp Exempt Trust for LAC. |
| 4. Includes the Reporting Person's Escrowed Earn-Out Shares (as defined below). |
| 5. Includes the Crisp 2021 GRAT for CEC Escrowed Earn Out Shares (as defined below). |
| 6. Includes the Crisp 2021 GRAT for EMC Escrowed Earn Out Shares (as defined below). |
| 7. Includes the Crisp 2021 GRAT for LAC Escrowed Earn Out Shares (as defined below). |
| 8. Granted on November 1, 2015. The common stock options fully vested on November 1, 2019. |
| 9. Granted on May 11, 2016. The common stock options fully vested on March 2, 2021. |
| 10. Granted on April 7, 2017. The common stock options fully vested on April 7, 2021. |
| 11. Granted on August 14, 2018. The common stock options vest in equal yearly installments over four years until fully vested on August 14, 2022. |
| 12. Granted on October 13, 2019. The common stock options vest in equal yearly installments over five years until fully vested on October 21, 2024. |
| 13. Granted on January 25, 2021. The common stock options vest in equal yearly installments over three years until fully vested on October 21, 2024. |
| 14. Granted on February 9, 2021. One-quarter of the common stock options vested on September 29, 2021 in connection with the Business Combination (as defined below) and the remaining common stock options vest in equal yearly installments over 3 years until fully vested on September 29, 2024. |
| 15. On the September 29, 2021 (the "Closing Date"), the reporting person received the right to acquire 463,158 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.) (the "Business Combination"), (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; |
| 16. 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 shares not eligible to be released within three years of the Closing Date will be forfeited and canceled (the "Reporting Person's Escrowed Earn Out Shares"). |
| 17. On the Closing Date, Crisp 2021 GRAT for CEC received the right to acquire 12,558 shares of common stock in connection with the consummation of the Business Combination, (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; 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 shares not eligible to be released within three years of the Closing Date will be forfeited and canceled (the "Crisp 2021 GRAT for CEC Escrowed Earn Out Shares"). |
| 18. On the Closing Date, Crisp 2021 GRAT for EMC received the right to acquire 12,558 shares of common stock in connection with the consummation of the Business Combination, (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; 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 shares not eligible to be released within three years of the Closing Date will be forfeited and canceled (the "Crisp 2021 GRAT for EMC Escrowed Earn Out Shares"). |
| 19. On the Closing Date, Crisp 2021 GRAT for LAC received the right to acquire 12,558 shares of common stock in connection with the consummation of the Business Combination, (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; 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 shares not eligible to be released within three years of the Closing Date will be forfeited and canceled (the "Crisp 2021 GRAT for LAC Escrowed Earn Out Shares"). |
| 20. On the Closing Date, the reporting person was granted 382,138 restricted stock units as Earn Out Awards in connection with the consummation of the Business Combination. The restricted stock units vest (i) one-half 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; and (ii) one-half 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. |
| 21. 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
