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Filing Details

Accession Number:: 0001104659-21-122204
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2021-10-01 21:28:43
Reporting Period:: 2021-09-29

Accepted Time:: 2021-10-01 21:28:43
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1830210	Star Peak Corp Ii	STPC	()	4

Insiders

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		No	No	No	Yes

Reported Non-Derivative Transactions

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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

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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
0			No	4	M	Indirect
6,553,454			No	4	J	Indirect

Footnotes

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.