SEC Form SC 13G/A filed by Benson Hill Inc. (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13G

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:

The information required in 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).

This Amendment No. 1 (this “Amendment”) amends the Statement (the “Statement”) on Schedule 13G initially filed by the Reporting Persons (as defined in Item 2(a) below) on February 14, 2022 with the Securities and Exchange Commission (the “SEC”). This Amendment amends the Statement as set forth herein.

Benson Hill, Inc. (the “Issuer”)

1001 North Warson Road

St. Louis, MO 63132

GV 2017, L.P., a Delaware limited partnership (the “2017 Partnership”)

GV 2017 GP, L.P., a Delaware limited partnership (“2017 GP”)

GV 2017 GP, L.L.C., a Delaware limited liability company (“2017 LLC”)

GV 2019, L.P., a Delaware limited partnership (the “2019 Partnership”)

GV 2019 GP, L.P., a Delaware limited partnership (“2019 GP”)

GV 2019 GP, L.L.C., a Delaware limited liability company (“2019 LLC”)

Alphabet Holdings LLC, a Delaware limited liability company (“Alphabet Holdings”)

XXVI Holdings Inc., a Delaware corporation (“XXVI”), and

Alphabet Inc., a Delaware corporation (“Parent” and, together with the 2017 Partnership, 2017 GP, 2017 LLC, the 2019 Partnership, 2019 GP, 2019 LLC, Alphabet Holdings, and XXVI, the “Reporting Persons”).

The address of the principal business office of each of the Reporting Persons is:

1600 Amphitheatre Parkway

Mountain View, CA 94043

Each of the Reporting Persons is formed, organized or incorporated, as applicable, in the State of Delaware.

Common Stock, par value $0.0001 per share

082490103

Provide the following information regarding the aggregate number and percentage of the class of securities of the Issuer identified in Item 1.

Reference to “beneficial ownership” of securities for purposes of this Amendment shall be understood to refer to beneficial ownership as that term is defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

As of December 31, 2022, the Reporting Persons may be deemed to beneficially own an aggregate 17,849,461 shares of the Issuer’s Common Stock.

The 2017 Partnership is the direct beneficial owner of 11,510,238 of the securities described in the preceding paragraph, which securities consist of the following: (i) 11,310,238 shares of Common Stock and (ii) 200,000 warrants which are exercisable for an equal number of share of Common Stock. 2017 GP is the general partner of the 2017 Partnership, and 2017 LLC is the general partner of 2017 GP. As such, 2017 GP and 2017 LLC may each be deemed to indirectly beneficially own the securities directly beneficially owned by the 2017 Partnership.

The 2019 Partnership is the direct beneficial owner of 6,339,223 shares of the Issuer’s Common Stock described in the second paragraph of this Item 4(a). 2019 GP is the general partner of the 2019 Partnership, and 2019 LLC is the general partner of 2019 GP. As such, 2019 GP and 2019 LLC may each be deemed to indirectly beneficially own the securities directly beneficially owned by the 2019 Partnership.

Additionally: (i) Alphabet Holdings is the sole managing member of both 2017 LLC and 2019 LLC; (ii) XXVI is the sole managing member of Alphabet Holdings; and (iii) Parent is the controlling stockholder of XXVI. As such, for purposes of Section 13(d) of the Exchange Act, each of Alphabet Holdings, XXVI, and Parent may be deemed to indirectly beneficially own all of the Issuer’s securities directly or indirectly beneficially owned by each of the other Reporting Persons, comprising an aggregate total of 17,849,461 shares of the Issuer’s capital stock.

Of the securities described above, 1,443,064 of the shares of Common Stock issued to the 2017 Partnership and 854,126 of the shares of Common Stock issued to the 2019 Partnership (collectively, the “Earn-Out Shares”) are currently held in an escrow account pursuant to an earnout escrow agreement (the “Escrow Agreement”), dated September 29, 2021. Pursuant to the Escrow Agreement, one half of the Earn-Out Shares will be released from the escrow account and distributed to the owners of record if, within 36 months following the Issuer’s completion of its business combination on September 29, 2021 (the “Vesting Period”): (i) the closing price of the Issuer’s publicly traded shares of Common Stock equals or exceeds $14.00 per share for twenty (20) of any thirty (30) consecutive trading days on the NYSE, Nasdaq or any other national securities exchange (each, an “Exchange”) or (ii) the Issuer consummates a transaction which results in the Issuer’s stockholders having the right to exchange their shares for cash, securities or other property having a value equaling or exceeding $14.00 per share (collectively, the “First Tranche Vesting Contingency”). Pursuant to the Escrow Agreement, the remainder of the Earn-Out Shares will be released from the escrow account and distributed to the holders of record if, during the Vesting Period: (i) the closing price of the Issuer’s publicly traded shares of Common Stock equals or exceeds $16.00 per share for twenty (20) of any thirty (30) consecutive trading days on an Exchange or (ii) the Issuer consummates a transaction which results in the Issuer’s stockholders having the right to exchange their shares for cash, securities or other property having a value equaling or exceeding $16.00 per share (collectively, the “Second Tranche Vesting Contingency” and, together with the First Tranche Vesting Contingency, the “Vesting Contingencies”). To the extent the Vesting Contingencies are not satisfied during the Vesting Period, the relevant Earn-Out Shares shall be canceled. During the Vesting Period, holders of unvested Earn-Out Shares are entitled to exercise the voting rights carried by the Earn-Out Shares.

The foregoing description of the Escrow Agreement and the terms governing the Earn-Out Shares is not complete and is qualified in its entirety by reference to the full text of the Escrow Agreement, which was filed by the Issuer with the SEC on October 5, 2021, as Exhibit 10.2 to the Issuer’s Current Report filed on Form 8-K (File No. 001-39835).

Neither the filing of the Statement nor this Amendment shall be construed as an admission that: (i) the 2017 Partnership, 2017 GP and 2017 LLC (collectively, the “2017 Affiliates”), on the one hand, or (ii) the 2019 Partnership, 2019 GP and 2019 LLC (collectively, the “2019 Affiliates”), on the other hand, is or has been, for purposes of Sections 13(d) or 13(g) of the Exchange Act, the direct or indirect beneficial owner of any of the Issuer’s securities reported herein as beneficially owned by the other. The 2017 Affiliates and the 2019 Affiliates (each, an “Affiliate Group”) expressly disclaim beneficial ownership of the securities beneficially owned by the other Affiliate Group.

As of December 31, 2022, the Reporting Persons were deemed to directly or indirectly beneficially own an aggregate 8.7% of the Issuer’s outstanding Common Stock. Of that percentage, beneficial ownership was attributable as follows: (i) 5.6%, directly to the 2017 Partnership and indirectly to each of 2017 GP and 2017 LLC; (ii) 3.1%, directly to the 2019 Partnership and indirectly to each of 2019 GP and 2019 LLC; and (ii) 8.7%, indirectly to each of Alphabet Holdings, XXVI, and Parent.

The aforementioned percentages were calculated in accordance with Rule 13(d)-3(d)(1)(i) promulgated under the Exchange Act and based on an aggregate total of 206,463,457 shares of the Issuer’s Common Stock outstanding as of November 10, 2022 as reported by the Issuer in its Quarterly Report for the period ended September 30, 2022, filed with the SEC on Form 10-Q on November 14, 2022.

If this 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 5 percent of the class of securities, check the following ¨

Under certain circumstances described more specifically in the respective: (i) limited partnership agreements of the 2017 Partnership, the 2019 Partnership, 2017 GP, and 2019 GP and (ii) limited liability company agreements of 2017 LLC and 2019 LLC, the general and limited partners or members, as the case may be, of each of such Reporting Persons may be deemed to have the right to receive dividends from, or proceeds from the sale of, the Issuer’s securities directly or indirectly owned by each Reporting Person of which it is a general partner, limited partner, or member.

Item 7 is not applicable.

Item 8 is not applicable.

Item 9 is not applicable.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.141-11.

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.