SEC FORM 3/A

SEC FORM 3/A SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Crisp Matthew B.

(Last)

(First)

(Middle)

C/O BENSON HILL, INC.,

1001 NORTH WARSON RD.

(Street)

ST. LOUIS

63132

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/29/2021

3. Issuer Name and Ticker or Trading Symbol
Benson Hill, Inc. [ BHIL ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President and CEO

5. If Amendment, Date of Original Filed (Month/Day/Year)
10/08/2021

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	93,213⁽⁶⁾	I	By Crisp 2021 CLAT⁽¹⁾
Common Stock	93,213⁽⁷⁾	I	By Crisp Exempt Trust for CEC⁽²⁾
Common Stock	93,213⁽⁸⁾	I	By Crisp Exempt Trust for EMC⁽³⁾
Common Stock	93,213⁽⁹⁾	I	By Crisp Exempt Trust for LAC⁽⁴⁾
Common Stock	93,213⁽¹⁰⁾	I	By Crisp 2021 GRAT for CEC⁽⁵⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Earn Out Shares	⁽¹¹⁾	09/29/2024	Common Stock	12,558	0.00	I	By Crisp 2021 CLAT⁽¹⁾
Earn Out Shares	⁽¹²⁾	09/29/2024	Common Stock	12,558	0.00	I	By Crisp Exempt Trust for CEC⁽²⁾
Earn Out Shares	⁽¹³⁾	09/29/2024	Common Stock	12,558	0.00	I	By Crisp Exempt Trust for EMC⁽³⁾
Earn Out Shares	⁽¹⁴⁾	09/29/2024	Common Stock	12,558	0.00	I	By Crisp Exempt Trust for LAC⁽⁴⁾
Earn Out Shares	⁽¹⁵⁾	09/29/2024	Common Stock	12,558	0.00	I	By Crisp 2021 GRAT for CEC⁽⁵⁾
Earn Out Awards	⁽¹⁶⁾	09/29/2024⁽¹⁷⁾	Common Stock	382,138	⁽¹⁸⁾	D

Explanation of Responses:

1. 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.

2. 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.

3. 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.

4. 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.

5. 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.

6. Includes the Crisp 2021 CLAT Escrowed Earn Out Shares (as defined below)

7. Includes the Crisp Exempt Trust for CEC Escrowed Earn Out Shares (as defined below).

8. Includes the Crisp Exempt Trust for EMC Escrowed Earn Out Shares (as defined below).

9. Includes the Crisp Exempt Trust for LAC Escrowed Earn Out Shares (as defined below).

10. Includes the Crisp 2021 GRAT for CEC Escrowed Earn Out Shares (as defined below).

11. 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").

12. 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").

13. 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"

14. 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").

15. 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").

16. 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.

17. The reporting person's prior filing inadvertently reported an incorrect expiration date of September 28, 2031, rather than September 29, 2024.

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

	/s/ Yevgeny Fundler, Attorney-in-Fact	11/02/2021
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

SEC Form 3: New insider Crisp Matthew B. claimed ownership of 466,065 shares (Amendment)