SEC FORM 4

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^*

Rohr Craig

(Last)

(First)

(Middle)

C/O BENSON HILL, INC.

1001 NORTH WARSON ROAD

(Street)

ST. LOUIS

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)

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

3. Date of Earliest Transaction (Month/Day/Year)
10/06/2022

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/06/2022		J⁽¹⁾		304,477⁽²⁾⁽³⁾	A	$0	326,804	D
Common Stock	10/06/2022		J⁽⁴⁾		78,728⁽⁵⁾	A	$0	405,532	D
Common Stock	10/06/2022		J⁽⁶⁾		7,350	A	$0	412,882	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrants (right to buy)	$11.5	10/06/2022		J⁽⁴⁾		58,976		10/06/2022	09/29/2026	Common Stock, $0.0001 par value per share	58,976	$0	58,976	D

Explanation of Responses:

1. Pro rata distribution from Star Peak Allocation II LLC, of which the Reporting Person is a member.

2. Includes 30,756 shares of restricted Common Stock which will vest if, at any time during the period commencing after September 29, 2021 (the "Closing Date") and ending on the third anniversary of the Closing Date (such period, the "Earn Out Period"), the dollar volume-weighted average closing price of the Issuer's Common Stock is greater than or equal to $14.00 (subject to adjustment) over any 20 trading days within any 30 consecutive trading day period ("$14 Earn Out Shares") and 30,756 shares of restricted Common Stock which will vest if, at any time during the Earn Out Period, the dollar volume-weighted average closing price of the Issuer's Common Stock is greater than or equal to $16.00 (subject to adjustment) over any 20 trading days within any 30 consecutive trading day period ("$16 Earn Out Shares" and, together with the $14 Earn Out Shares, the "Earn Out Shares").

3. The Earn Out Shares will be forfeited if the vesting conditions applicable to such shares are not satisfied during the Earn Out Period.

4. Pro rata distribution from Star Peak Sponsor II, LLC, of which the Reporting Person is an equityholder.

5. Includes 7,953 $14 Earn Out Shares and 7,953 $16 Earn Out Shares. See footnote 3 above.

6. Pro rata distribution from Astrum Partners LLC, Series XVI, of which the Reporting Person is an equityholder.

Remarks:

	/s/ Yevgeny Fundler, Attorney-in-Fact	10/11/2022
	** 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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