Sec Form 3 Filing - Bull Jason @ 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 Bull Jason 2. Issuer Name and Ticker or Trading Symbol Benson Hill, Inc. [ BHIL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Technology Officer (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

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) $ 1.35 ( 1 ) 05/31/2030 Common Stock 215,080 D Common Stock Option (right to buy) $ 1.99 ( 2 ) 02/08/2031 Common Stock 161,310 D Common Stock Option (right to buy) $ 1.99 ( 3 ) 02/28/2031 Common Stock 107,540 D Earn Out Awards ( 6 ) ( 4 )( 5 ) 09/28/2031 Common Stock 81,528 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Bull Jason C/O BENSON HILL, INC., 1001 NORTH WARSON RD. ST. LOUIS, MO63132 Chief Technology Officer Signatures /s/ Yevgeny Fundler, Attorney-in-Fact 10/08/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Granted on June 1, 2020. The common stock options vest in equal yearly installments over four years until fully vested on June 1, 2024. ( 2 )Granted on February 9, 2021. The common stock options vest in equal yearly installments over four years until fully vested on February 9, 2025. ( 3 )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. ( 4 )On September 29, 2021 (the "Closing Date"), the reporting person was granted 81,528 restricted stock units as Earn Out Awards 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.). ( 5 )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. ( 6 )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

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).

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