Craig Rohr - 06 Oct 2022 Form 4 Insider Report for Benson Hill, Inc. (BHILQ)

Role: Director
Signature: /s/ Yevgeny Fundler, Attorney-in-Fact
Issuer symbol: BHILQ
Transactions as of: 06 Oct 2022
Net transactions value: $0
Form type: 4
Filing time: 11 Oct 2022, 17:29:02 UTC
Previous filing: 03 Oct 2022
Next filing: 05 Jul 2023
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	BHIL	Common Stock	Other	$0	+304,477	+1364%	$0.000000	326,804	06 Oct 2022	Direct	F1, F2, F3
transaction	BHIL	Common Stock	Other	$0	+78,728	+24%	$0.000000	405,532	06 Oct 2022	Direct	F4, F5
transaction	BHIL	Common Stock	Other	$0	+7,350	+1.8%	$0.000000	412,882	06 Oct 2022	Direct	F6

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	Warrants (right to buy)	Other	$0	+58,976		$0.000000	58,976	06 Oct 2022	Common Stock, $0.0001 par value per share	58,976	$11.50	Direct	F4

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

Explanation of Responses:

Id	Content
F1	Pro rata distribution from Star Peak Allocation II LLC, of which the Reporting Person is a member.
F2	Includes 30,756 shares of restricted Common Stock which will vest if, at any time during the period commencing after September 29, 2021 (the "Closing Date") and ending on the third anniversary of the Closing Date (such period, the "Earn Out Period"), the dollar volume-weighted average closing price of the Issuer's Common Stock is greater than or equal to $14.00 (subject to adjustment) over any 20 trading days within any 30 consecutive trading day period ("$14 Earn Out Shares") and 30,756 shares of restricted Common Stock which will vest if, at any time during the Earn Out Period, the dollar volume-weighted average closing price of the Issuer's Common Stock is greater than or equal to $16.00 (subject to adjustment) over any 20 trading days within any 30 consecutive trading day period ("$16 Earn Out Shares" and, together with the $14 Earn Out Shares, the "Earn Out Shares").
F3	The Earn Out Shares will be forfeited if the vesting conditions applicable to such shares are not satisfied during the Earn Out Period.
F4	Pro rata distribution from Star Peak Sponsor II, LLC, of which the Reporting Person is an equityholder.
F5	Includes 7,953 $14 Earn Out Shares and 7,953 $16 Earn Out Shares. See footnote 3 above.
F6	Pro rata distribution from Astrum Partners LLC, Series XVI, of which the Reporting Person is an equityholder.