0001193125-24-132161.txt : 20240506 0001193125-24-132161.hdr.sgml : 20240506 20240506190127 ACCESSION NUMBER: 0001193125-24-132161 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20240506 DATE AS OF CHANGE: 20240506 GROUP MEMBERS: S2G INVESTMENTS, LLC 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-91975 FILM NUMBER: 24919080 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/A 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/A 1 d756880dsc13ga.htm SC 13G/A SC 13G/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)*

 

 

Benson Hill, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

082490103

(CUSIP Number)

April 30, 2024

(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

 

 0

   6.   

 Shared Voting Power

 

 11,631,755(1)

   7.   

 Sole Dispositive Power

 

 0

   8.   

 Shared Dispositive Power

 

 11,631,755(1)

 9.   

 Aggregate Amount Beneficially Owned by Each Reporting Person

 

 11,631,755(1)

10.  

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

 

 ☐

11.  

 Percent of Class Represented By Amount in Row (9)

 

 5.48%(2)

12.  

 Type of Reporting Person (See Instructions)

 

 OO

 

(1)

Includes 138,888 shares of common stock (“Common Stock”) issuable upon the exercise of 416,666 warrants (the “Warrants”).

(2)

Calculated based upon 211,998,120 shares of Common Stock outstanding as of April 15, 2024, as reported in the Issuer’s Form 10-K/A filed April 26, 2024, as increased by 138,888 shares of Common Stock issuable upon the exercise of 416,666 Warrants.

 1.   

 Names of Reporting Persons

 

 S2G Investments, 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

 

 0

   6.   

 Shared Voting Power

 

 11,631,755(1)

   7.   

 Sole Dispositive Power

 

 0

   8.   

 Shared Dispositive Power

 

 11,631,755(1)

 9.   

 Aggregate Amount Beneficially Owned by Each Reporting Person

 

 11,631,755(1)

10.  

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

 

 ☐

11.  

 Percent of Class Represented By Amount in Row (9)

 

 5.48%(2)

12.  

 Type of Reporting Person (See Instructions)

 

 OO

 

(1)

Includes 138,888 shares of Common Stock issuable upon the exercise of 416,666 Warrants.

(2)

Calculated based upon 211,998,120 shares of Common Stock outstanding as of April 15, 2024, as reported in the Issuer’s Form 10-K/A filed April 26, 2024, as increased by 138,888 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 entities and persons listed below, all of whom together are referred to herein as the “Reporting Persons”:

 

  (i)

Builders Vision, LLC

  (ii)

S2G Investments, LLC

 

Item 2(b).

Address of the Principal Business Office, or if none, Residence

167 N. Green Street

Chicago, IL 60607

 

Item 2(c).

Citizenship

See responses to Item 4 on each 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 responses to Item 9 on ach cover page.

 

  (b)

Percent of Class:

See responses to Item 11 on each cover page.

 

  (c)

Number of shares as to which the Reporting Person has:

 

  (i)

Sole power to vote or to direct the vote:

See responses to Item 5 on each cover page.

 

  (ii)

Shared power to vote or to direct the vote:

See responses to Item 6 on each cover page.

 

  (iii)

Sole power to dispose or to direct the disposition of:

See responses to Item 7 on each cover page.

 

  (iv)

Shared power to dispose or to direct the disposition of:

See responses to Item 8 on each cover page.

The indicated amount represents 11,631,755 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) 3,989,618 shares of Common Stock, including 138,888 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 “the S2G Food & Agriculture Funds”). Builders Vision, LLC either serves as or controls the General Partner of each of the S2G Food & Agriculture Funds entities. Lukas T. Walton controls Builders Vision and the S2G Food & Agriculture Funds and may be deemed to have beneficial ownership of the securities held directly by such entities.

As announced in a May 2, 2024 press release, on April 30, 2024, the investment team that has continually managed the S2G Food & Agriculture Funds and the reported securities launched as a separate registered investment adviser called S2G Investments, LLC (the “Launch”). After giving effect to the Launch, Builders Vision, LLC continues to serve as or control the General Partner of each of the S2G Food & Agriculture Funds, and S2G Investments, LLC serves as investment manager of the S2G Food & Agriculture Funds. As such, although S2G investments, LLC will operate independently from Builders Vision, LLC, the two firms will have a continuing relationship, and this statement is being amended solely to add S2G Investments, LLC as a reporting person.

Each of the Reporting Persons 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: May 6, 2024

 

Builders Vision, LLC
By:  

/s/ Lisa J. Forbes

Name:   Lisa J. Forbes
Title:   General Counsel
S2G Investments, LLC
By:  

/s/ Aaron Rudberg

Name:   Aaron Rudberg
Title:   Managing Partner

EXHIBIT LIST

 

Exhibit A    Joint Filing Agreement, dated as of May 6, 2024.

 

 EX-99.A 2 d756880dex99a.htm EX-99.A EX-99.A

EXHIBIT A

JOINT FILING AGREEMENT

This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Common Stock of Benson Hill, Inc. (this “Agreement”), is being filed, and all amendments thereto will be filed by Builders Vision, LLC, as the designated filer, on behalf of each of the persons and entities named below that is named as a reporting person in such filing in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Dated: May 6, 2024

 

Builders Vision, LLC
By:  

/s/ Lisa J. Forbes

Name:   Lisa J. Forbes
Title:   General Counsel
S2G Investments, LLC
By:  

/s/ Aaron Rudberg

Name:   Aaron Rudberg
Title:   Managing Partner