Matthew B. Crisp - Dec 31, 2021 Form 4 Insider Report for Benson Hill, Inc. (BHIL)

Role: President & CEO, Director
Signature: /s/ Yevgeny Fundler, Attorney-in-Fact
Stock symbol: BHIL
Transactions as of: Dec 31, 2021
Transactions value $: $0
Form type: 4
Date filed: 1/11/2022, 04:58 PM
Previous filing: Nov 2, 2021
Next filing: Mar 22, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	BHIL	Common Stock	Gift	$0	-500K	-14.55%	$0.00	2.94M	Dec 31, 2021	Direct	F1
holding	BHIL	Common Stock						500K	Dec 31, 2021	By KDC SLAT	F1

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
transaction	BHIL	Restricted Stock Units	Award	$0	+2M		$0.00	2M	Jan 7, 2022	Common Stock, $0.0001 par value per share	2M		Direct	F2, F3, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	On December 31, 2021, the reporting person contributed 500,000 shares of the Issuer's common stock to KDC SLAT, the trustee of which is the reporting person's spouse and the beneficiaries of which are the reporting person's spouse and 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.
F2	Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.
F3	Granted on January 7, 2022. The restricted stock units are subject to time and performance vesting over a seven year period beginning on September 29, 2021 (the "Vesting Start Date"). The restricted stock units will time vest in full on the third anniversary of the Vesting Start Date, and performance vest as to (i) 25% if and when the volume-weighted average price per share of the Issuer's common stock over 30 consecutive trading days (the "30-day VWAP") at any time on or after the first anniversary of the Vesting Start Date but on or prior to the third anniversary of the Vesting Start Date, is above $15.00, (ii) 25% if and when the 30-day VWAP at any time on or after the first anniversary of the Vesting Start Date but on or prior to the fourth anniversary of the Vesting Start Date, is above $20.00, (iii) 25% if and when
F4	(continued from footnote 3) the 30-day VWAP at any time on or after the first anniversary of the Vesting Start Date but on or prior to the fifth anniversary of the Vesting Start Date, is above $25.00 and (iv) 25% if and when the 30-day VWAP at any time on or after the first anniversary of the Vesting Start Date but on or prior to the sixth anniversary of the Vesting Start Date, is above $30.00, provided that, if any of the 30-day VWAP targets in the foregoing clauses (i)-(iv) are not achieved by the respective specified deadlines, such 30-day VWAP target will be increased by 10% and the applicable 25% tranche of the restricted stock units with respect to that 30-day VWAP target (as increased) will vest if and when such increased 30-day VWAP target is achieved at any time within the 12-month period following the original deadline for such 30-day VWAP target.