Matthew B. Crisp - Feb 28, 2022 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: Feb 28, 2022
Transactions value $: $0
Form type: 4
Date filed: 3/22/2022, 04:55 PM
Previous filing: Jan 11, 2022
Next filing: Nov 17, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	BHIL	Common Stock	Gift	$0	-150	-0.16%	$0.00	93.1K	Feb 28, 2022	By Crisp 2021 CLAT	F1, F2

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	+376K		$0.00	376K	Mar 18, 2022	Common Stock, $0.0001 par value per share	376K		Direct	F3, F4

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

Explanation of Responses:

Id	Content
F1	Includes the Crisp 2021 CLAT Escrowed Earn Out Shares (as defined below). On September 29, 2021 (the "Closing Date"), Crisp 2021 CLAT received the right to acquire 12,558 shares of the Issuer's 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 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").
F2	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.
F3	Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.
F4	Granted on March 18, 2022 under the Issuer's 2021 Omnibus Incentive Plan. The restricted stock units vest in equal yearly installments over four years until fully vested on March 18, 2026.