Alec N. Litowitz - Sep 29, 2021 Form 4 Insider Report for Star Peak Corp II (BHIL)

Role: Former Director
Signature: /s/ Tyson Taylor, as Attorney-in-Fact
Stock symbol: BHIL
Transactions as of: Sep 29, 2021
Transactions value $: $5,300,000
Form type: 4
Date filed: 10/1/2021, 09:25 PM

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	Price $	Shares After	Date	Ownership	Footnotes
transaction	BHIL	Common Stock	Options Exercise		+9.98 M			9.98 M	Sep 29, 2021	By Star Peak Sponsor II LLC	F1, F2
transaction	BHIL	Common Stock	Purchase	$5.3 M	+530 K	+5.31%	$10.00	10.5 M	Sep 29, 2021	See footnote	F3, F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	BHIL	Class B Common Stock	Options Exercise		-9.98 M	-100%		0	Sep 29, 2021	Class A Common Stock	9.98 M		By Star Peak Sponsor II LLC	F1, F2
transaction	BHIL	Warrants to Purchase Common Stock	Other		+6.55 M			6.55 M	Sep 29, 2021	Common Stock	6.55 M	$11.50	By Star Peak Sponsor II LLC	F2, F5

Alec N. Litowitz is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	As described in the registrant's registration statement on Form S-1 (File No. 333-251488) under the heading "Description of Securities-Founder Shares," the shares of Class B common stock were automatically convertible into shares of Class A common stock at the time of the registrant's initial business combination on a one-for-one basis, subject to certain adjustments described therein and have no expiration date. In connection with the closing of the registrant's initial business combination, the outstanding shares of Class B common stock were converted into shares of Class A common stock.
F2	The securities reported herein are held directly by the Star Peak Sponsor II LLC (the "Sponsor"). The reporting person has voting and investment discretion with respect to certain securities held by the Sponsor and may be deemed to have shared beneficial ownership of such securities held directly by the Sponsor. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.
F3	As previously disclosed, on May 8, 2021, Star Peak Corp II entered into subscription agreements with certain investors (the "PIPE Offering") pursuant to which such investors agreed to purchase, immediately prior to the closing of the previously disclosed business combination transaction with Benson Hill, Inc., an aggregate of $225,000,000 of the Issuer's shares of common stock at a price of $10.00 per share, or an aggregate of 22,500,000 shares of common stock (the "PIPE Shares"). Magnetar Capital Master Fund Ltd ("Magnetar") acquired 90,000 shares of common stock and Astrum Partners LLC, Series XVI ("Astrum") acquired 440,000 shares of common stock in the PIPE Offering.
F4	The reporting person has voting and investment discretion with respect to certain securities held by Magnetar and Astrum and may be deemed to have beneficial ownership of such securities held directly by Magnetar and Astrum. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.
F5	Pursuant to the private placement warrants purchase agreement between the Sponsor and the registrant, dated as of January 8, 2021, the Sponsor purchased an aggregate of 6,553,454 private placement warrants to purchase Class A Common Stock on a one-for-one basis. In connection with the registrant's initial business combination, the private placement warrants became exercisable for Common Stock on a one-for-one basis at a price of $11.50 per share. The private placement warrants may be exercised only during the period commencing on January 8, 2022 and expiring five years after the completion of the registrant's initial business combination or earlier upon redemption or liquidation.