Sec Form 3 Filing - Crisp Matthew B. @ Benson Hill, Inc. - 2021-09-29

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 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. 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 and CEO (Last) (First) (Middle) C/O BENSON HILL, INC.,, 1001 NORTH WARSON RD. 3. Date of Earliest Transaction (MM/DD/YY) 09/29/2021 (Street) ST. LOUIS, MO63132 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 3,437,507 ( 4 ) D Common Stock 93,213 ( 5 ) I By Crisp Exempt Trust for CEC ( 1 ) Common Stock 93,213 ( 6 ) I By Crisp 2021 GRAT for EMC ( 2 ) Common Stock 93,213 ( 7 ) I By Crisp 2021 GRAT for LAC ( 3 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Common Stock Option (right to buy) $ 0.15 ( 8 ) 10/31/2025 Common Stock 80,655 D Common Stock Option (right to buy) $ 0.15 ( 9 ) 05/10/2026 Common Stock 215,080 D Common Stock Option (right to buy) $ 0.49 ( 10 ) 04/06/2027 Common Stock 322,620 D Common Stock Option (right to buy) $ 1.1 ( 11 ) 08/13/2028 Common Stock 537,700 D Common Stock Option (right to buy) $ 1.35 ( 12 ) 10/12/2029 Common Stock 268,850 D Common Stock Option (right to buy) $ 1.99 ( 13 ) 01/24/2031 Common Stock 268,851 D Common Stock Option (right to buy) $ 1.99 ( 14 ) 02/08/2031 Common Stock 537,700 D Earn Out Shares $ 0 ( 15 )( 16 ) 09/28/2024 Common Stock 463,158 D Earn Out Shares $ 0 ( 17 ) 09/28/2024 Common Stock 12,558 I By Crisp 2021 GRAT for CEC ( 5 ) Earn Out Shares $ 0 ( 18 ) 09/28/2024 Common Stock 12,558 I By Crisp 2021 GRAT for EMC ( 6 ) Earn Out Shares $ 0 ( 19 ) 09/28/2024 Common Stock 12,558 I By Crisp 2021 GRAT for LAC ( 7 ) Earn Out Awards ( 21 ) ( 20 ) 09/28/2031 Common Stock 382,138 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Crisp Matthew B. C/O BENSON HILL, INC., 1001 NORTH WARSON RD. ST. LOUIS, MO63132 X President and CEO Signatures /s/ Yevgeny Fundler, Attorney-in-Fact 10/08/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares are held by Crisp 2021 GRAT for CEC. The reporting person is sole beneficiary and sole trustee of Crisp Exempt Trust for CEC. ( 2 )The shares are held by Crisp 2021 GRAT for EMC. The reporting person is sole beneficiary and sole trustee of Crisp Exempt Trust for EMC. ( 3 )The shares are held by Crisp 2021 GRAT for LAC. The reporting person is sole beneficiary and sole trustee of Crisp Exempt Trust for LAC. ( 4 )Includes the Reporting Person's Escrowed Earn-Out Shares (as defined below). ( 5 )Includes the Crisp 2021 GRAT for CEC Escrowed Earn Out Shares (as defined below). ( 6 )Includes the Crisp 2021 GRAT for EMC Escrowed Earn Out Shares (as defined below). ( 7 )Includes the Crisp 2021 GRAT for LAC Escrowed Earn Out Shares (as defined below). ( 8 )Granted on November 1, 2015. The common stock options fully vested on November 1, 2019. ( 9 )Granted on May 11, 2016. The common stock options fully vested on March 2, 2021. ( 10 )Granted on April 7, 2017. The common stock options fully vested on April 7, 2021. ( 11 )Granted on August 14, 2018. The common stock options vest in equal yearly installments over four years until fully vested on August 14, 2022. ( 12 )Granted on October 13, 2019. The common stock options vest in equal yearly installments over five years until fully vested on October 21, 2024. ( 13 )Granted on January 25, 2021. The common stock options vest in equal yearly installments over three years until fully vested on October 21, 2024. ( 14 )Granted on February 9, 2021. One-quarter of the common stock options vested on September 29, 2021 in connection with the Business Combination (as defined below) and the remaining common stock options vest in equal yearly installments over 3 years until fully vested on September 29, 2024. ( 15 )On the September 29, 2021 (the "Closing Date"), the reporting person received the right to acquire 463,158 shares of common stock in connection with the consummation of the business combination pursuant to the terms of the merger agreement dated as of May 8, 2021 by and among Star Peak Corp II (the Issuer's predecessor), STPC Merger Sub Corp. and Benson Hill, Inc. (n/k/a Benson Hill Holdings, Inc.) (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; ( 16 )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 "Reporting Person's Escrowed Earn Out Shares"). ( 17 )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"). ( 18 )On the Closing Date, Crisp 2021 GRAT 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 2021 GRAT for EMC Escrowed Earn Out Shares"). ( 19 )On the Closing Date, Crisp 2021 GRAT 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 2021 GRAT for LAC Escrowed Earn Out Shares"). ( 20 )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. ( 21 )Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.

Remarks: Exhibit List: Exhibit 24 - Power of Attorney

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