Amended Statement of Beneficial Ownership (3/a)
01 4월 2023 - 4:28AM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
Estimated average burden hours per response...
0.5
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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
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Lee David J. |
2. Date of Event Requiring Statement (MM/DD/YYYY)
9/29/2021
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3. Issuer Name and Ticker or Trading Symbol
Benson Hill, Inc. [BHIL]
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(Last)
(First)
(Middle)
C/O BENSON HILL, INC., 1001 NORTH WARSON ROAD |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Street)
ST. LOUIS, MO 63132
(City)
(State)
(Zip)
| 5. If Amendment, Date Original Filed(MM/DD/YYYY) 10/8/2021
| 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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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) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 4) | 2. Date Exercisable and Expiration Date (MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) |
Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Earn Out Awards | (1)(2) | 9/28/2031 | Common Stock | 20403.0 (3) | (4) | D | |
Explanation of Responses: |
(1) | On September 29, 2021 (the "Closing Date"), the Reporting Person was granted 20,403 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.) (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. |
(2) | 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. |
(3) | The Reporting Person's Form 3 filed on October 8, 2021 inadvertently overstated his ownership by one restricted stock unit. |
(4) | Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Lee David J. C/O BENSON HILL, INC. 1001 NORTH WARSON ROAD ST. LOUIS, MO 63132 | X |
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Signatures
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/s/ Tana Murphy, Attorney-in-Fact | | 3/31/2023 |
**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 control number. |
Star Peak Corp II (NYSE:STPC)
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