- Accession Number:
- Form Type:
- Zero Holdings:
- Publication Time:
- 2021-10-01 21:28:43
- Reporting Period:
- Accepted Time:
- 2021-10-01 21:28:43
- SEC Url:
- Form 4 Filing
|Cik||Name||Reported Address||Insider Title||Director||Officer||Large Shareholder||Other|
|1250209||C Michael Morgan||C/o Star Peak Sponsor Ii Llc |
1603 Orrington Avenue, 13Th Floor
Evanston IL 60201
Reported Non-Derivative Transactions
|Sec. Name||Acquisiton - Disposition||Date||Amount||Price||Remaning Holdings||Equity Swap Involved||Form Type||Code||Nature of Ownership||Explanation|
|Common Stock||Acquisiton||2021-09-29||9,982,500||$0.00||9,982,500||No||4||M||Indirect||By Star Peak Sponsor II LLC|
|Common Stock||Acquisiton||2021-09-29||300,000||$10.00||10,282,500||No||4||P||Indirect||By Portcullis Partners, LP|
|Equity Swap Involved||Form Type||Code||Nature of Ownership||Explanation|
|No||4||M||Indirect||By Star Peak Sponsor II LLC|
|No||4||P||Indirect||By Portcullis Partners, LP|
Reported Derivative Transactions
|Sec. Name||Sec. Type||Acquisiton - Disposition||Date||Amount||Price||Amount - 2||Price - 2|
|Class A Common Stock||Class B Common Stock||Disposition||2021-09-29||9,982,500||$0.00||9,982,500||$0.00|
|Common Stock||Warrants to Purchase Common Stock||Acquisiton||2021-09-29||6,553,454||$0.00||6,553,454||$11.50|
|Remaning Holdings||Exercise Date||Expiration Date||Equity Swap Involved||Transaction Form Type||Transaction Code||Nature of Ownership|
- 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.
- 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.
- 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.
- 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"). Portcullis Partners, LP acquired 300,000 shares of common stock in the PIPE Offering and such PIPE Shares are held indirectly by the reporting person through Portcullis Partners, LP. The reporting person serves as Manager of the general partner, Portcullis G.P., LLC, for, and he and his spouse indirectly hold interests in, Portcullis Partners, L.P.