0001104659-21-122202.txt : 20211001
0001104659-21-122202.hdr.sgml : 20211001
20211001212533
ACCESSION NUMBER: 0001104659-21-122202
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210929
FILED AS OF DATE: 20211001
DATE AS OF CHANGE: 20211001
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Litowitz Alec N
CENTRAL INDEX KEY: 0001368027
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39835
FILM NUMBER: 211300799
MAIL ADDRESS:
STREET 1: C/O MAGNETAR FINANCIAL LLC
STREET 2: 1603 ORRINGTON AVENUE, 13TH FLOOR
CITY: EVANSTON
STATE: IL
ZIP: 60201
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Star Peak Corp II
CENTRAL INDEX KEY: 0001830210
STANDARD INDUSTRIAL CLASSIFICATION: FOOD & KINDRED PRODUCTS [2000]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1603 ORRINGTON AVENUE, 13TH FLOOR
CITY: EVANSTON
STATE: IL
ZIP: 60201
BUSINESS PHONE: 847-905-4500
MAIL ADDRESS:
STREET 1: 1603 ORRINGTON AVENUE, 13TH FLOOR
CITY: EVANSTON
STATE: IL
ZIP: 60201
4
1
tm2129085-1_4seq1.xml
OWNERSHIP DOCUMENT
X0306
4
2021-09-29
1
0001830210
Star Peak Corp II
STPC
0001368027
Litowitz Alec N
C/O STAR PEAK SPONSOR II LLC
1603 ORRINGTON AVENUE, 13TH FLOOR
EVANSTON
IL
60201
0
0
0
1
Former Director
Common Stock
2021-09-29
4
M
0
9982500
A
9982500
I
By Star Peak Sponsor II LLC
Common Stock
2021-09-29
4
P
0
530000
10
A
10512500
I
See footnote
Class B Common Stock
2021-09-29
4
M
0
9982500
D
Class A Common Stock
9982500
0
I
By Star Peak Sponsor II LLC
Warrants to Purchase Common Stock
11.50
2021-09-29
4
J
0
6553454
A
Common Stock
6553454
6553454
I
By Star Peak Sponsor II LLC
As described in the registrant's registration statement on Form S-1 (File No. 333-251488) under the heading "Description of Securities-Founder Shares," the shares of Class B common stock were automatically convertible into shares of Class A common stock at the time of the registrant's initial business combination on a one-for-one basis, subject to certain adjustments described therein and have no expiration date. In connection with the closing of the registrant's initial business combination, the outstanding shares of Class B common stock were converted into shares of Class A common stock.
The securities reported herein are held directly by the Star Peak Sponsor II LLC (the "Sponsor"). The reporting person has voting and investment discretion with respect to certain securities held by the Sponsor and may be deemed to have shared beneficial ownership of such securities held directly by the Sponsor. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.
As previously disclosed, on May 8, 2021, Star Peak Corp II entered into subscription agreements with certain investors (the "PIPE Offering") pursuant to which such investors agreed to purchase, immediately prior to the closing of the previously disclosed business combination transaction with Benson Hill, Inc., an aggregate of $225,000,000 of the Issuer's shares of common stock at a price of $10.00 per share, or an aggregate of 22,500,000 shares of common stock (the "PIPE Shares"). Magnetar Capital Master Fund Ltd ("Magnetar") acquired 90,000 shares of common stock and Astrum Partners LLC, Series XVI ("Astrum") acquired 440,000 shares of common stock in the PIPE Offering.
The reporting person has voting and investment discretion with respect to certain securities held by Magnetar and Astrum and may be deemed to have beneficial ownership of such securities held directly by Magnetar and Astrum. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.
Pursuant to the private placement warrants purchase agreement between the Sponsor and the registrant, dated as of January 8, 2021, the Sponsor purchased an aggregate of 6,553,454 private placement warrants to purchase Class A Common Stock on a one-for-one basis. In connection with the registrant's initial business combination, the private placement warrants became exercisable for Common Stock on a one-for-one basis at a price of $11.50 per share. The private placement warrants may be exercised only during the period commencing on January 8, 2022 and expiring five years after the completion of the registrant's initial business combination or earlier upon redemption or liquidation.
/s/ Tyson Taylor, as Attorney-in-Fact
2021-10-01