0001193125-24-033813.txt : 20240213 0001193125-24-033813.hdr.sgml : 20240213 20240213163158 ACCESSION NUMBER: 0001193125-24-033813 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20240213 DATE AS OF CHANGE: 20240213 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Benson Hill, Inc. CENTRAL INDEX KEY: 0001830210 STANDARD INDUSTRIAL CLASSIFICATION: FOOD & KINDRED PRODUCTS [2000] ORGANIZATION NAME: 04 Manufacturing IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-91975 FILM NUMBER: 24626618 BUSINESS ADDRESS: STREET 1: 1001 N. WARSON RD., STE 300 CITY: ST. LOUIS STATE: MO ZIP: 63132 BUSINESS PHONE: 314-222-8218 MAIL ADDRESS: STREET 1: 1001 N. WARSON RD., STE 300 CITY: ST. LOUIS STATE: MO ZIP: 63132 FORMER COMPANY: FORMER CONFORMED NAME: Star Peak Corp II DATE OF NAME CHANGE: 20201027 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Builders Vision, LLC CENTRAL INDEX KEY: 0001785504 ORGANIZATION NAME: IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 110 NW 2ND STREET SUITE 300 CITY: BENTONVILLE STATE: AR ZIP: 72712 BUSINESS PHONE: (479) 464-1500 MAIL ADDRESS: STREET 1: 110 NW 2ND STREET SUITE 300 CITY: BENTONVILLE STATE: AR ZIP: 72712 FORMER COMPANY: FORMER CONFORMED NAME: BUILDERS VISION, LLC DATE OF NAME CHANGE: 20220210 FORMER COMPANY: FORMER CONFORMED NAME: BUILDERS VISION LLC DATE OF NAME CHANGE: 20220204 FORMER COMPANY: FORMER CONFORMED NAME: S2G Advisors, LLC DATE OF NAME CHANGE: 20190814 SC 13G 1 d781215dsc13g.htm SC 13G SC 13G

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )*

 

 

Benson Hill, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

082490103

(CUSIP Number)

December 31, 2023

(Date of Event Which Requires Filing of this Statement)

 

 

Check the Appropriate Box to Designate the Rule Pursuant to Which this Schedule Is Filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

 

*

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

1.   

Names of Reporting Persons

 

Builders Vision, LLC

2.   

Check The Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐  (b)  ☐

 

3.   

SEC Use Only

 

4.   

Citizenship or Place of Organization

 

Delaware

Number of Shares Beneficially Owned By Each Reporting Person With    5.   

Sole Voting Power

 

11,631,756(1)

   6.   

Shared Voting Power

 

0

   7.   

Sole Dispositive Power

 

11,631,756(1)

   8.   

Shared Dispositive Power

 

0

9.   

Aggregate Amount Beneficially Owned by Each Reporting Person

 

11,631,756(1)

10.   

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares

 

☐

11.   

Percent of Class Represented By Amount in Row (9)

 

5.58%(1)

12.   

Type of Reporting Person (See Instructions)

 

OO

 

(1)

Includes 138,889 shares of common stock (“Common Stock”) issuable upon the exercise of 416,666 warrants (the “Warrants”).

(2)

Calculated based upon 208,379,035 shares of Common Stock outstanding as of November 7, 2023, as reported in the Issuer’s Form 10-Q filed November 9, 2023, as increased by 138,889 shares of Common Stock issuable upon the exercise of 416,666 Warrants.

Item 1(a).    Name of Issuer
   Benson Hill, Inc. (the “Issuer”)
Item 1(b).    Address of the Issuer’s Principal Executive Offices
   1001 N. Warson Rd., Ste 300
   St Louis, MO 63132
Item 2(a).    Names of Persons Filing
   This statement is filed by the Builders Vision, LLC, referred to herein as the “Reporting Person.”
Item 2(b).    Address of the Principal Business Office, or if none, Residence
   110 N.W. 2nd Street, Suite 300
   Bentonville, AR 72172
Item 2(c).    Citizenship
   See response to Item 4 on the cover page.
Item 2(d).    Title of Class of Securities
   Common Stock, $0.0001 par value per share
Item 2(e).    CUSIP Number
   082490103
Item 3.    If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a (n):
   Not Applicable
Item 4.   Ownership
  (a)   Amount beneficially owned:
    See response to Item 9 on the cover page.
  (b)   Percent of Class:
    See response to Item 11 on the cover page.
  (c)   Number of shares as to which the Reporting Person has:
    (i)    Sole power to vote or to direct the vote:
       See response to Item 5 on the cover page.
    (ii)    Shared power to vote or to direct the vote:
       See response to Item 6 on the cover page.
    (iii)    Sole power to dispose or to direct the disposition of:
       See response to Item 7 on the cover page.
    (iv)    Shared power to dispose or to direct the disposition of:
       See response to Item 8 on the cover page.

   The indicated amount represents 11,631,756 shares of Common Stock on an as-converted basis, consisting of (i) 1,782,605 shares of Common Stock held by S2G Ventures Fund I, L.P., (ii) 5,859,532 shares of Common Stock held by S2G Ventures Fund II, L.P., and (iii) 3,989,619 shares of Common Stock, including 138,889 shares of Common Stock issuable upon the exercise of 416,666 Warrants, held by S2G Builders Food & Agriculture Fund III, LP (the above-listed entities, collectively “S2G Ventures”). Builders Vision, LLC either serves as or controls the General Partner of each of the S2G Ventures entities. Lukas T. Walton controls Builders Vision and S2G Ventures and may be deemed to have beneficial ownership of the securities held directly by such entities. Each of the foregoing disclaims beneficial ownership of the reported securities and the filing of this Statement shall not be construed as an admission of such beneficial ownership for the purposes of Section 13(d) or 13(g) of the Exchange Act.
Item 5.    Ownership of Five Percent or Less of a Class
   Not Applicable.
Item 6.    Ownership of More than Five Percent on Behalf of Another Person
   Not Applicable.
Item 7    Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company
   Not Applicable.
Item 8.    Identification and Classification of Members of the Group
   Not Applicable.
Item 9.    Notice of Dissolution of Group
   Not Applicable
Item 10.    Certification
   Not Applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 13, 2024

 

Builders Vision, LLC
By:   /s/ Lisa J. Forbes
Name: Lisa J. Forbes
Title: General Counsel