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 OF SECURITIES
                                                                                  
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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
                      

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/YYYY)

2/2/2023
(Street)

ST. LOUIS, MO 63132
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
 6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 2/2/2023  M  75000 (1)A (2)184229.892 D  
Common Stock 2/6/2023  S(3)(4)  26703 D$2.5535 (5)157526.892 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)		2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units  (2)2/2/2023  M     75000   (1) (1)Common Stock, $0.0001 par value per share 75000.0 $0 225000 D  
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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Freeman Dean P
C/O BENSON HILL, INC.
1001 N. WARSON RD
ST. LOUIS, MO 63132

Chief Financial Officer
Signatures
/s/ Yevgeny Fundler, Attorney-in-Fact2/6/2023
**Signature of Reporting PersonDate
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 control number.
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