Sec Form 4 Filing - Bull Jason @ Benson Hill, Inc. - 2022-01-07

FORM 4 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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

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 ROAD 3. Date of Earliest Transaction (MM/DD/YY) 01/07/2022 (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 Restricted Stock Units ( 1 ) 01/07/2022 A 91,907 ( 2 )( 3 ) ( 2 )( 3 ) Common Stock, $0.0001 par value per share 91,907 $ 0 91,907 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Bull Jason C/O BENSON HILL, INC. 1001 NORTH WARSON ROAD ST. LOUIS, MO63132 Chief Technology Officer Signatures /s/ Yevgeny Fundler, Attorney-in-Fact 01/11/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock. ( 2 )Granted on January 7, 2022. The restricted stock units are subject to time and performance vesting over a five 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) 50% 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, equals or exceeds $15.00, and (ii) 50% 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 fifth anniversary of the Vesting Start Date, equals or exceeds $20.00, provided that, ( 3 )(continued from footnote 2) if the 30-day VWAP target in clause (i) is not achieved by the third anniversary of the Vesting Start Date, such 30-day VWAP target will be increased by 10% and the applicable 50% 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 third anniversary of the Vesting Start 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).

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.