Rita Chiu - Sep 29, 2024 Form 4 Insider Report for Benson Hill, Inc. (BHIL)

Role
10%+ Owner
Signature
Argonautic Ventures Master SPC, By: /s/ Rita Chiu
Stock symbol
BHIL
Transactions as of
Sep 29, 2024
Transactions value $
$0
Form type
4
Date filed
9/30/2024, 04:27 PM
Previous filing
Jun 13, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction BHIL Common Stock Other $0 -43.9K -9.57% $0.00 415K Sep 29, 2024 See Footnote F1, F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On July 18, 2024, the Issuer effected a 1-for-35 reverse stock split (the "Reverse Stock Split"). The amount of securities reported on this Form 4 have been adjusted to reflect the Reverse Stock Split.
F2 43,899 shares, as adjusted for the Reverse Stock Split (the "Earnout Shares"), were previously held in an escrow account and were subject to an earn-out contingency until the achievement no later than September 29, 2024 (the "Earnout Deadline") of certain stock price targets pursuant to the Issuer's business combination on September 29, 2021. On the date of the Earnout Deadline, all of the Earnout Shares were automatically released by the escrow agent to the Issuer for cancellation, pursuant to an escrow agreement entered into on September 29, 2021, because none of the stock price targets were achieved and, accordingly, none of the Earnout Shares vested.
F3 Represents (a) 132,857 shares of Common Stock, as adjusted for the Reverse Stock Split, held by Argonautic Ventures Master SPC for and on behalf of Argonautic Vertical Series Benson Hill SS Fund III SP ("Argonautic SS Fund III") and (b) 281,914 shares of Common Stock, as adjusted for the Reverse Stock Split, held by Argonautic Ventures Master SPC for and on behalf of Argonautic Vertical Series Benson Hill SS Funds II SP ("Argonautic SS Fund II"). Chiu Wing Nga Rita holds a direct or indirect interest in, and acts as a director of, Argonautic SS Fund II and Argonautic SS Fund III, which are investment funds.
F4 Chiu Wing Nga Rita disclaims beneficial ownership of these securities except to the extent of any pecuniary interest she may have therein, directly or indirectly.

Remarks:

As disclosed in the Schedule 13D filed on June 5, 2024, as amended on June 27, 2024, by the Reporting Persons and certain other beneficial owners of the Common Stock (such other persons, the "Other Stockholders"), the Reporting Persons may be deemed to be members of a "group" with the Other Stockholders for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Common Stock reported herein, which is the only Common Stock in which the Reporting Persons have a reportable pecuniary interest, does not include any Common Stock which may be beneficially owned by the Other Stockholders. Neither the filing of this Form 4 nor any of its contents, however, shall be deemed to constitute an admission by the Reporting Persons that they are the beneficial owners of any of the Common Stock beneficially owned in the aggregate by other members of the "group" and their respective affiliates for purposes of Section 13(d)(3) of the Exchange Act or for any other purpose, and such beneficial ownership and pecuniary interest is expressly disclaimed.