DeAnn L. Brunts - Sep 29, 2021 Form 3 Insider Report for Benson Hill, Inc. (BHIL)

Role
Chief Financial Officer, Director
Signature
/s/ Yevgeny Fundler, Attorney-in-Fact
Stock symbol
BHIL
Transactions as of
Sep 29, 2021
Transactions value $
$0
Form type
3
Date filed
10/8/2021, 09:33 PM
Previous filing
Jun 3, 2021
Next filing
Jan 11, 2022

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding BHIL Common Stock Option (right to buy) Sep 29, 2021 Common Stock 645K $1.99 Direct F1
holding BHIL Common Stock Option (right to buy) Sep 29, 2021 Common Stock 172K $1.99 Direct F2
holding BHIL Earn Out Awards Sep 29, 2021 Common Stock 111K Direct F3, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Granted on January 25, 2021. The common stock options vest in equal yearly installments over two years until fully vested on January 11, 2023.
F2 Granted on January 25, 2021. The common stock options vest in equal quarterly installments over two years until fully vested on December 1, 2022.
F3 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;
F4 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.
F5 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