Matthew B. Crisp - Mar 6, 2023 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: Mar 6, 2023
Transactions value $: $0
Form type: 4
Date filed: 3/6/2023, 03:28 PM
Previous filing: Dec 15, 2022
Next filing: Mar 13, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	BHIL	Common Stock	Gift	$0	-176	-0.19%	$0.00	92.9K	Mar 6, 2023	By Crisp 2021 CLAT	F1, F2

* 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.

Content

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").

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.