0001104659-21-124821.txt : 20211008 0001104659-21-124821.hdr.sgml : 20211008 20211008214258 ACCESSION NUMBER: 0001104659-21-124821 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210929 FILED AS OF DATE: 20211008 DATE AS OF CHANGE: 20211008 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Elsner Adrienne CENTRAL INDEX KEY: 0001730611 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39835 FILM NUMBER: 211316509 MAIL ADDRESS: STREET 1: ONE OWENS CORNING PKWY CITY: TOLEDO STATE: OH ZIP: 43659 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Benson Hill, Inc. 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: 1001 N. WARSON RD. CITY: ST. LOUIS STATE: MO ZIP: 63132 BUSINESS PHONE: 314-222-8218 MAIL ADDRESS: STREET 1: 1001 N. WARSON RD. CITY: ST. LOUIS STATE: MO ZIP: 63132 FORMER COMPANY: FORMER CONFORMED NAME: Star Peak Corp II DATE OF NAME CHANGE: 20201027 3 1 tm2129628-12_3seq1.xml OWNERSHIP DOCUMENT X0206 3 2021-09-29 0 0001830210 Benson Hill, Inc. BHIL 0001730611 Elsner Adrienne C/O BENSON HILL, INC., 1001 NORTH WARSON RD. ST. LOUIS MO 63132 1 0 0 0 Common Stock Option (right to buy) 1.10 2029-03-31 Common Stock 172064 D Common Stock Option (right to buy) 1.99 2031-02-08 Common Stock 172064 D Earn Out Awards 2031-09-28 Common Stock 46636 D Granted on April 1, 2019. The common stock options fully vested on April 1, 2021. Granted on February 9, 2021. The common stock options vest in equal quarterly installments over two years until fully vested on March 1, 2023. On September 29, 2021 (the "Closing Date"), the reporting person was granted 46,636 restricted stock units as Earn Out Awards in connection with the consummation of the business combination pursuant to the terms of the merger agreement dated as of May 8, 2021 by and among Star Peak Corp II (the Issuer's predecessor), STPC Merger Sub Corp. and Benson Hill, Inc. (n/k/a Benson Hill Holdings, Inc.). The restricted stock units vest (i) one-half 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 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 restricted stock units that do not vest within three years of the Closing Date will be forfeited and canceled. Settlement will generally occur within 10 days of vesting and may at the discretion of the plan administrator be settled in each or partly in cash and partly in shares. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock. Exhibit List: Exhibit 24 - Power of Attorney /s/ Yevgeny Fundler, Attorney-in-Fact 2021-10-08 EX-24 2 tm2129628d12_ex24.htm EXHIBIT 24

Exhibit 24

POWER OF ATTORNEY

The undersigned constitutes and appoints Yevgeny Fundler, as the undersigned’s true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for the undersigned and in the undersigned’s name, place and stead, to sign any and all SEC statements of beneficial ownership of securities of the undersigned relating to Benson Hill, Inc. (the “Company”) on Schedule 13D as required under Section 13 and Forms 3, 4 and 5 as required under Section 16(a) of the Securities Exchange Act of 1934, as amended, and any amendments thereto, and to file the same with all exhibits thereto, and other documents in connection therewith, with the SEC, the Company, and any stock exchange on which any of the Company’s securities are listed, granting unto said attorney-in-fact and agent, full power and authority to do and perform each act and thing requisite and necessary to be done under said Section 13 and Section 16(a), as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, and each of them, may lawfully do or cause to be done by virtue hereof.

A copy of this power of attorney shall be filed with the SEC. The authorization set forth above shall continue in full force and effect until the undersigned revokes such authorization by written instructions to the attorneys-in-fact.

The authority granted hereby shall in no event be deemed to impose or create any duty on behalf of the attorneys-in-fact with respect to the undersigned’s obligations to file Schedule 13Ds and Forms 3, 4 and 5 with the SEC.

Dated: September 29, 2021

	/s/ Adrienne Elsner

	Adrienne Elsner