Matthew B. Crisp - Sep 29, 2021 Form 3/A - Amendment Insider Report for Benson Hill, Inc. (BHIL)

Role
President and CEO, Director
Signature
/s/ Yevgeny Fundler, Attorney-in-Fact
Stock symbol
BHIL
Transactions as of
Sep 29, 2021
Transactions value $
$0
Form type
3/A - Amendment
Date filed
11/2/2021, 06:10 PM
Date Of Original Report
Oct 8, 2021
Next filing
Jan 11, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding BHIL Common Stock 93.2K Sep 29, 2021 By Crisp 2021 CLAT F1, F6
holding BHIL Common Stock 93.2K Sep 29, 2021 By Crisp Exempt Trust for CEC F2, F7
holding BHIL Common Stock 93.2K Sep 29, 2021 By Crisp Exempt Trust for EMC F3, F8
holding BHIL Common Stock 93.2K Sep 29, 2021 By Crisp Exempt Trust for LAC F4, F9
holding BHIL Common Stock 93.2K Sep 29, 2021 By Crisp 2021 GRAT for CEC F5, F10

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 Earn Out Shares Sep 29, 2021 Common Stock 12.6K $0.00 By Crisp 2021 CLAT F1, F11
holding BHIL Earn Out Shares Sep 29, 2021 Common Stock 12.6K $0.00 By Crisp Exempt Trust for CEC F2, F12
holding BHIL Earn Out Shares Sep 29, 2021 Common Stock 12.6K $0.00 By Crisp Exempt Trust for EMC F3, F13
holding BHIL Earn Out Shares Sep 29, 2021 Common Stock 12.6K $0.00 By Crisp Exempt Trust for LAC F4, F14
holding BHIL Earn Out Shares Sep 29, 2021 Common Stock 12.6K $0.00 By Crisp 2021 GRAT for CEC F5, F15
holding BHIL Earn Out Awards Sep 29, 2021 Common Stock 382K Direct F16, F17, F18
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The shares are held by Crisp 2021 CLAT, the trustee of which is the reporting person's spouse and the remainder beneficiaries of which are the reporting person's children. The reporting person disclaims beneficial ownership of such shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly. These shares were inadvertently excluded from the reporting person's prior filing.
F2 The shares are held by Crisp Exempt Trust for CEC, the beneficiary of which is the reporting person's child. The reporting person disclaims beneficial ownership of such shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly. These shares were inadvertently excluded from the reporting person's prior filing.
F3 The shares are held by Crisp Exempt Trust for EMC, the beneficiary of which is the reporting person's child. The reporting person disclaims beneficial ownership of such shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly. These shares were inadvertently excluded from the reporting person's prior filing.
F4 The shares are held by Crisp Exempt Trust for LAC the beneficiary of which is the reporting person's child. The reporting person disclaims beneficial ownership of such shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly. These shares were inadvertently excluded from the reporting person's prior filing.
F5 The shares are held by Crisp 2021 GRAT for CEC. The reporting person is the sole trustee and beneficiary of Crisp 2021 GRAT for CEC. The reporting person's prior filing inadvertently reported incorrectly in Table I that such shares were held by Crisp Exempt Trust for CEC, rather than Crisp 2021 GRAT for CEC.
F6 Includes the Crisp 2021 CLAT Escrowed Earn Out Shares (as defined below)
F7 Includes the Crisp Exempt Trust for CEC Escrowed Earn Out Shares (as defined below).
F8 Includes the Crisp Exempt Trust for EMC Escrowed Earn Out Shares (as defined below).
F9 Includes the Crisp Exempt Trust for LAC Escrowed Earn Out Shares (as defined below).
F10 Includes the Crisp 2021 GRAT for CEC Escrowed Earn Out Shares (as defined below).
F11 On the September 29, 2021 (the "Closing Date"), Crisp 2021 CLAT 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 CLAT Escrowed Earn Out Shares").
F12 On the Closing Date, Crisp Exempt Trust 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 Exempt Trust for CEC Escrowed Earn Out Shares").
F13 On the Closing Date, Crisp Exempt Trust 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 Exempt Trust for EMC Escrowed Earn Out Shares"
F14 On the Closing Date, Crisp Exempt Trust 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 Exempt Trust for LAC Escrowed Earn Out Shares").
F15 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").
F16 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.
F17 The reporting person's prior filing inadvertently reported an incorrect expiration date of September 28, 2031, rather than September 29, 2024.
F18 Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.