Sec Form 4 Filing - Freeman Dean P @ Benson Hill, Inc. - 2023-02-02

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

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1. Name and Address of Reporting Person Freeman Dean P 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 Financial Officer (Last) (First) (Middle) C/O BENSON HILL, INC., 1001 N. WARSON RD 3. Date of Earliest Transaction (MM/DD/YY) 02/02/2023 (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 02/02/2023 M 75,000 ( 1 ) A 184,229.892 D Common Stock 02/06/2023 S( 3 )( 4 ) 26,703 D $ 2.5535 ( 5 ) 157,526.892 D

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 Restrict ed Stock Units ( 2 ) 02/02/2023 M 75,000 ( 1 ) ( 1 ) Common Stock, $0.0001 par value per share 75,000 $ 0 225,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Freeman Dean P C/O BENSON HILL, INC. 1001 N. WARSON RD ST. LOUIS, MO63132 Chief Financial Officer Signatures /s/ Yevgeny Fundler, Attorney-in-Fact 02/06/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents vesting of the first of four tranches of restricted stock units granted on March 17, 2022. The remaining tranches will vest in substantially equal installments on February 2, 2024, 2025 and 2026. ( 2 )Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock. ( 3 )Represents shares automatically sold pursuant to an irrevocable sell-to-cover instruction intended to satsify the provisions of Rule 10b5-1. The shares were sold to satisfy tax withholding obligations in connection with the vesting of 75,000 restricted stock units on on February 2, 2023. ( 4 )The reporting person's sale of the Issuer's common stock reported herein was matchable under Section 16(b) of the Securities Exchange Act of 1934, as amended, with the reporting person's purchase of shares of the Issuer's common stock on December 12, 2022. The reporting person has agreed to pay the Issuer, upon confirmation of settlement of the sale, the full amount of the profit realized in connection with the transaction. ( 5 )This transaction was executed in multiple trades ranging from $2.50 to $2.585. The price reported above reflects the average weighted sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

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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