SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Chiu Rita Wing Nga

(Last)

(First)

(Middle)

2/F, STRATHVALE HOUSE,

90 NORTH CHURCH STREET, P.O. BOX 1103

(Street)

GEORGE TOWN, GRAND CAYMAN

KY1-1102

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Benson Hill, Inc. [ BHIL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/29/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

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

	Form filed by One Reporting Person
X	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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽¹⁾	09/29/2024		J⁽²⁾		43,899	D	$0	414,771	I	See Footnote⁽³⁾⁽⁴⁾

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

Chiu Rita Wing Nga

(Last)

(First)

(Middle)

2/F, STRATHVALE HOUSE,

90 NORTH CHURCH STREET, P.O. BOX 1103

(Street)

GEORGE TOWN, GRAND CAYMAN

KY1-1102

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Argonautic Ventures Master SPC

(Last)

(First)

(Middle)

2/F, STRATHVALE HOUSE,

90 NORTH CHURCH STREET, P.O. BOX 1103

(Street)

GEORGE TOWN, GRAND CAYMAN

KY1-1102

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. On July 18, 2024, the Issuer effected a 1-for-35 reverse stock split (the "Reverse Stock Split"). The amount of securities reported on this Form 4 have been adjusted to reflect the Reverse Stock Split.

2. 43,899 shares, as adjusted for the Reverse Stock Split (the "Earnout Shares"), were previously held in an escrow account and were subject to an earn-out contingency until the achievement no later than September 29, 2024 (the "Earnout Deadline") of certain stock price targets pursuant to the Issuer's business combination on September 29, 2021. On the date of the Earnout Deadline, all of the Earnout Shares were automatically released by the escrow agent to the Issuer for cancellation, pursuant to an escrow agreement entered into on September 29, 2021, because none of the stock price targets were achieved and, accordingly, none of the Earnout Shares vested.

3. Represents (a) 132,857 shares of Common Stock, as adjusted for the Reverse Stock Split, held by Argonautic Ventures Master SPC for and on behalf of Argonautic Vertical Series Benson Hill SS Fund III SP ("Argonautic SS Fund III") and (b) 281,914 shares of Common Stock, as adjusted for the Reverse Stock Split, held by Argonautic Ventures Master SPC for and on behalf of Argonautic Vertical Series Benson Hill SS Funds II SP ("Argonautic SS Fund II"). Chiu Wing Nga Rita holds a direct or indirect interest in, and acts as a director of, Argonautic SS Fund II and Argonautic SS Fund III, which are investment funds.

4. Chiu Wing Nga Rita disclaims beneficial ownership of these securities except to the extent of any pecuniary interest she may have therein, directly or indirectly.

Remarks:

As disclosed in the Schedule 13D filed on June 5, 2024, as amended on June 27, 2024, by the Reporting Persons and certain other beneficial owners of the Common Stock (such other persons, the "Other Stockholders"), the Reporting Persons may be deemed to be members of a "group" with the Other Stockholders for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Common Stock reported herein, which is the only Common Stock in which the Reporting Persons have a reportable pecuniary interest, does not include any Common Stock which may be beneficially owned by the Other Stockholders. Neither the filing of this Form 4 nor any of its contents, however, shall be deemed to constitute an admission by the Reporting Persons that they are the beneficial owners of any of the Common Stock beneficially owned in the aggregate by other members of the "group" and their respective affiliates for purposes of Section 13(d)(3) of the Exchange Act or for any other purpose, and such beneficial ownership and pecuniary interest is expressly disclaimed.

	Argonautic Ventures Master SPC, By: /s/ Rita Chiu	09/30/2024
	/s/ Rita Chiu	09/30/2024
	** 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 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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Large owner Chiu Rita Wing Nga disposed of 43,899 shares (SEC Form 4)