0001104659-21-133214.txt : 20211102 0001104659-21-133214.hdr.sgml : 20211102 20211102181006 ACCESSION NUMBER: 0001104659-21-133214 CONFORMED SUBMISSION TYPE: 3/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210929 FILED AS OF DATE: 20211102 DATE AS OF CHANGE: 20211102 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Crisp Matthew B. CENTRAL INDEX KEY: 0001886115 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-39835 FILM NUMBER: 211372844 MAIL ADDRESS: STREET 1: C/O BENSON HILL, INC. STREET 2: 1001 N. WARSON RD. CITY: ST. LEWIS STATE: MO ZIP: 63132 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/A 1 tm2129085-7_3aseq1.xml OWNERSHIP DOCUMENT X0206 3/A 2021-09-29 2021-10-08 0 0001830210 Benson Hill, Inc. BHIL 0001886115 Crisp Matthew B. C/O BENSON HILL, INC., 1001 NORTH WARSON RD. ST. LOUIS MO 63132 1 1 0 0 President and CEO Common Stock 93213 I By Crisp 2021 CLAT Common Stock 93213 I By Crisp Exempt Trust for CEC Common Stock 93213 I By Crisp Exempt Trust for EMC Common Stock 93213 I By Crisp Exempt Trust for LAC Common Stock 93213 I By Crisp 2021 GRAT for CEC Earn Out Shares 0.00 2024-09-29 Common Stock 12558 I By Crisp 2021 CLAT Earn Out Shares 0.00 2024-09-29 Common Stock 12558 I By Crisp Exempt Trust for CEC Earn Out Shares 0.00 2024-09-29 Common Stock 12558 I By Crisp Exempt Trust for EMC Earn Out Shares 0.00 2024-09-29 Common Stock 12558 I By Crisp Exempt Trust for LAC Earn Out Shares 0.00 2024-09-29 Common Stock 12558 I By Crisp 2021 GRAT for CEC Earn Out Awards 2024-09-29 Common Stock 382138 D 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. These shares were inadvertently excluded from the reporting person's prior filing. The shares are held by Crisp Exempt Trust for CEC, the beneficiary of which is the reporting person's child. 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. These shares were inadvertently excluded from the reporting person's prior filing. The shares are held by Crisp Exempt Trust for EMC, the beneficiary of which is the reporting person's child. 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. These shares were inadvertently excluded from the reporting person's prior filing. The shares are held by Crisp Exempt Trust for LAC the beneficiary of which is the reporting person's child. 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. These shares were inadvertently excluded from the reporting person's prior filing. The shares are held by Crisp 2021 GRAT for CEC. The reporting person is the sole trustee and beneficiary of Crisp 2021 GRAT for CEC. The reporting person's prior filing inadvertently reported incorrectly in Table I that such shares were held by Crisp Exempt Trust for CEC, rather than Crisp 2021 GRAT for CEC. Includes the Crisp 2021 CLAT Escrowed Earn Out Shares (as defined below) Includes the Crisp Exempt Trust for CEC Escrowed Earn Out Shares (as defined below). Includes the Crisp Exempt Trust for EMC Escrowed Earn Out Shares (as defined below). Includes the Crisp Exempt Trust for LAC Escrowed Earn Out Shares (as defined below). Includes the Crisp 2021 GRAT for CEC Escrowed Earn Out Shares (as defined below). On the September 29, 2021 (the "Closing Date"), Crisp 2021 CLAT received the right to acquire 12,558 shares of 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 such 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"). On the Closing Date, Crisp Exempt Trust for CEC received the right to acquire 12,558 shares of 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 such 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 Exempt Trust for CEC Escrowed Earn Out Shares"). On the Closing Date, Crisp Exempt Trust for EMC received the right to acquire 12,558 shares of 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 such 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 Exempt Trust for EMC Escrowed Earn Out Shares" On the Closing Date, Crisp Exempt Trust for LAC received the right to acquire 12,558 shares of 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 such 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 Exempt Trust for LAC Escrowed Earn Out Shares"). On the Closing Date, Crisp 2021 GRAT for CEC received the right to acquire 12,558 shares of 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 such 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 GRAT for CEC Escrowed Earn Out Shares"). On the Closing Date, the reporting person was granted 382,138 restricted stock units as Earn Out Awards in connection with the consummation of the Business Combination. 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. The reporting person's prior filing inadvertently reported an incorrect expiration date of September 28, 2031, rather than September 29, 2024. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock. /s/ Yevgeny Fundler, Attorney-in-Fact 2021-11-02