UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

 

 

SCHEDULE 13G/A

 

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

(Amendment No. 1)*

 

 

 

Benson Hill, Inc.
(Name of Issuer)

 

Common Stock, par value $0.0001 per share
(Title of Class of Securities)

 

082490103
(CUSIP Number)

 

December 31, 2022
(Date of Event Which Requires Filing of this Statement)

 

 

 

Check the Appropriate Box to Designate the Rule Pursuant to Which this Schedule Is Filed:

 

¨Rule 13d-1(b)

 

¨Rule 13d-1(c)

 

xRule 13d-1(d)

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

1.

Names of Reporting Persons

 

Star Peak Sponsor II LLC

2.

Check The Appropriate Box if a Member of a Group (See Instructions)

 

(a)  ¨                 (b) ¨

3.

SEC Use Only

 

4.

Citizenship or Place of Organization

 

Delaware

Number of Shares
Beneficially Owned
By Each Reporting
Person With		 5.

Sole Voting Power

 

0

6.

Shared Voting Power

 

166,687(1)

7.

Sole Dispositive Power

 

0

8.

Shared Dispositive Power

 

166,687(1)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

166,687

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)              ¨

 

11.

Percent of Class Represented by Amount in Row (9)

 

0.08%(2)

12.

Type of Reporting Person (See Instructions)

 

PN

 

(1) Represents (i) 100,626 shares of Common Stock and (ii) 66,061 shares of Common Stock issuable in respect of private placement warrants to acquire shares of Common Stock upon payment of $11.50 per share (“Private Placement Warrants”).

 

(2) Calculated based on (i) 206,463,457 shares of Common Stock outstanding as of November 10, 2022 as reported on the Issuer’s Form 10-Q, filed on November 14, 2022, and (ii) 66,061 shares of Common Stock issuable in connection with the Private Placement Warrants.

 

 

1.

Names of Reporting Persons

 

Michael C. Morgan

2.

Check The Appropriate Box if a Member of a Group (See Instructions)

 

(a)  ¨                 (b) ¨

3.

SEC Use Only

 

4.

Citizenship or Place of Organization

 

Delaware

Number of Shares
Beneficially Owned
By Each Reporting
Person With		 5.

Sole Voting Power

 

300,000(1)

6.

Shared Voting Power

 

166,687(2)

7.

Sole Dispositive Power

 

300,000(1)

8.

Shared Dispositive Power

 

166,687(2)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

466,687

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)              ¨

 

11.

Percent of Class Represented by Amount in Row (9)

 

0.23%(3)

12.

Type of Reporting Person (See Instructions)

 

IN

 

(1) Represents 300,000 shares of Common Stock acquired by entities controlled by the Reporting Person pursuant to the private placement that closed simultaneous with the initial business combination (“PIPE Shares”).

 

(2) Represents (i) 100,626 shares of Common Stock and (ii) 66,061 Private Placement Warrants.

 

(3) Calculated based on (i) 206,463,457 shares of Common Stock outstanding as of November 10, 2022 as reported on the Issuer’s Form 10-Q, filed on November 14, 2022, and (ii) 66,061 shares of Common Stock issuable in connection with the Private Placement Warrants.

  

 

1.

Names of Reporting Persons

 

Eric Scheyer

2.

Check The Appropriate Box if a Member of a Group (See Instructions)

 

(a)  ¨                 (b) ¨

3.

SEC Use Only

 

4.

Citizenship or Place of Organization

 

Delaware

Number of Shares
Beneficially Owned
By Each Reporting
Person With		 5.

Sole Voting Power

 

0

6.

Shared Voting Power

 

166,687(1)

7.

Sole Dispositive Power

 

0

8.

Shared Dispositive Power

 

166,687(1)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

166,687

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)              ¨

 

11.

Percent of Class Represented by Amount in Row (9)

 

0.08%(2)

12.

Type of Reporting Person (See Instructions)

 

IN

 

(1) Represents (i) 100,626 shares of Common Stock and (ii) 66,061 Private Placement Warrants.

 

(2) Calculated based on (i) 206,463,457 shares of Common Stock outstanding as of November 10, 2022 as reported on the Issuer’s Form 10-Q, filed on November 14, 2022, and (ii) 66,061 shares of Common Stock issuable in connection with the Private Placement Warrants.

 

 

1.

Names of Reporting Persons

 

Alec Litowitz

2.

Check The Appropriate Box if a Member of a Group (See Instructions)

 

(a)  ¨                 (b) ¨

3.

SEC Use Only

 

4.

Citizenship or Place of Organization

 

Delaware

Number of Shares
Beneficially Owned
By Each Reporting
Person With		 5.

Sole Voting Power

 

530,000(1)

6.

Shared Voting Power

 

166,687(2)

7.

Sole Dispositive Power

 

530,000(1)

8.

Shared Dispositive Power

 

166,687(2)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

696,687

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)              ¨

 

11.

Percent of Class Represented by Amount in Row (9)

 

0.34%(2)

12.

Type of Reporting Person (See Instructions)

 

IN

 

(1) Represents 530,000 PIPE Shares.

 

(2) Represents (i) 100,626 shares of Common Stock and (ii) 66,061 Private Placement Warrants.

 

(3) Calculated based on (i) 206,463,457 shares of Common Stock outstanding as of November 10, 2022 as reported on the Issuer’s Form 10-Q, filed on November 14, 2022, and (ii) 66,061 shares of Common Stock issuable in connection with the Private Placement Warrants.

 

Item 1(a). Name of Issuer:
   
 

Benson Hill, Inc. (the “Issuer”)

   
Item 1(b). Address of Issuer’s Principal Executive Offices:
   
 

1001 N. Warson Rd.,

St. Louis, MO 63132

   
Item 2(a). Names of Persons Filing:
   
 

This statement is filed by the entities and persons listed below, each of whom is referred to herein as a “Reporting Person” and together as the “Reporting Persons”:

 

(i)Star Peak Sponsor II LLC
(ii)Michael C. Morgan
(iii)Eric Scheyer
(iv)Alec Litowitz

 

Item 2(b). Address of the Principal Business Office or, if None, Residence:
   
 

1603 Orrington Avenue, 13th Floor,

Evanston, IL 60201

   
Item 2(c). Citizenship:
   
  See responses to Item 4 on each cover page.
   
Item 2(d). Title of Class of Securities:
   
  Common Stock, par value $0.0001 per share
   
Item 2(e). CUSIP Number:
   
  082490103
   
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a(n):
   
  Not Applicable.
   
Item 4.

Ownership.

 

(a)            Amount beneficially owned:

 

See response to Item 9 on each cover page.

 

(b)            Percent of Class:

 

See response to Item 11 on each cover page.

 

(c)            Number of shares as to which the Reporting Person has:

 

(i)             Sole power to vote or to direct the vote:

 

See responses to Item 5 on each cover page.

 

(ii)            Shared power to vote or to direct the vote:

 

See responses to Item 6 on each cover page.

 

(iii)          Sole power to dispose or to direct the disposition of:

 

See responses to Item 7 on each cover page.

 

(iv)           Shared power to dispose or to direct the disposition of:

 

See responses to Item 8 on each cover page.

 

  The Sponsor is the record holder of 100,626 shares of Common Stock and warrants to acquire 66,061 shares of Common Stock. Star Peak 19, LLC, Star Peak L LLC and Star Peak M LLC are the managing members of the Sponsor. Eric Scheyer is the sole member of and controls Star Peak 19 LLC; Alec Litowitz is the sole member of and controls Star Peak L LLC; and Michael C. Morgan is the sole member of and controls Star Peak M LLC (each, a “Sponsor Controlling Entity”). The unanimous consent of each Sponsor Controlling Entity is required to make voting and dispositive decisions with respect to the securities held by the Sponsor. Accordingly, each of Messrs. Scheyer, Litowitz and Morgan may be deemed to have or share beneficial ownership of the securities held directly by the Sponsor. In addition, entities controlled by Michael C. Morgan directly hold 300,000 shares of Common Stock for which he may be deemed to have beneficial ownership, and entities controlled by Alec Litowitz directly hold 530,000 shares of Common Stock for which he may be deemed to have beneficial ownership. This Statement shall not be construed as an admission that the Sponsor, the Sponsor Controlling Entities and Messrs. Scheyer, Litowitz and Morgan are, for purposes of Section 13(d) or 13(g), a “group” or that any of the foregoing is the beneficial owner of any securities covered by this Statement.

 

Item 5. Ownership of Five Percent or Less of a Class.
   
 

If the statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following x

   
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
   
  Not Applicable.
   
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
   
  Not Applicable.
   
Item 8. Identification and Classification of Members of the Group.
   
  Not Applicable.
   
Item 9. Notice of Dissolution of Group.
   
  Not Applicable.
   
Item 10. Certification.
   
  Not Applicable

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: February 14, 2023

 

  Star Peak Sponsor II LLC

 

  By: /s/ Eric Scheyer
  Name: Eric Scheyer 
  Title: Authorized Signatory

 

  By: /s/ Eric Scheyer
  Eric Scheyer, Individually
   
  By: /s/ Alec Litowitz
  Alec Litowitz, Individually
   
  By: /s/ Michael C. Morgan
  Michael C. Morgan, Individually

 

 

EXHIBIT LIST

 

Exhibit A Joint Filing Agreement, dated as of February 10, 2022 (incorporated by reference to Exhibit A to the Reporting Persons’ Schedule 13G filed with the SEC on February 10, 2022)

 

 

 

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