SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Crisp Matthew B. (Last) (First) (Middle) C/O BENSON HILL, INC. 1001 NORTH WARSON ROAD (Street) ST. LOUIS MO 63132 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Benson Hill, Inc. [ BHIL ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) President & CEO
	3. Date of Earliest Transaction (Month/Day/Year) 12/31/2021
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	12/31/2021		G	V	500,000(1)	D	$0	2,937,507	D
Common Stock								500,000(1)	I	By KDC SLAT

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(2)	01/07/2022		A		2,000,000		(3)(4)	(3)(4)	Common Stock, $0.0001 par value per share	2,000,000	$0	2,000,000	D

Explanation of Responses:

1. On December 31, 2021, the reporting person contributed 500,000 shares of the Issuer's common stock to KDC SLAT, the trustee of which is the reporting person's spouse and the beneficiaries of which are the reporting person's spouse and 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.

2. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.

3. Granted on January 7, 2022. The restricted stock units are subject to time and performance vesting over a seven year period beginning on September 29, 2021 (the "Vesting Start Date"). The restricted stock units will time vest in full on the third anniversary of the Vesting Start Date, and performance vest as to (i) 25% if and when the volume-weighted average price per share of the Issuer's common stock over 30 consecutive trading days (the "30-day VWAP") at any time on or after the first anniversary of the Vesting Start Date but on or prior to the third anniversary of the Vesting Start Date, is above $15.00, (ii) 25% if and when the 30-day VWAP at any time on or after the first anniversary of the Vesting Start Date but on or prior to the fourth anniversary of the Vesting Start Date, is above $20.00, (iii) 25% if and when

4. (continued from footnote 3) the 30-day VWAP at any time on or after the first anniversary of the Vesting Start Date but on or prior to the fifth anniversary of the Vesting Start Date, is above $25.00 and (iv) 25% if and when the 30-day VWAP at any time on or after the first anniversary of the Vesting Start Date but on or prior to the sixth anniversary of the Vesting Start Date, is above $30.00, provided that, if any of the 30-day VWAP targets in the foregoing clauses (i)-(iv) are not achieved by the respective specified deadlines, such 30-day VWAP target will be increased by 10% and the applicable 25% tranche of the restricted stock units with respect to that 30-day VWAP target (as increased) will vest if and when such increased 30-day VWAP target is achieved at any time within the 12-month period following the original deadline for such 30-day VWAP target.

Remarks:

	/s/ Yevgeny Fundler, Attorney-in-Fact	01/11/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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