Sec Form 3 Filing - Fall Line Endurance Fund, LP @ Benson Hill, Inc. - 2024-06-05

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Fall Line Endurance Fund, LP
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)
(Last) (First) (Middle)
160 BOVET ROAD, SUITE 310
3. Date of Earliest Transaction (MM/DD/YY)
06/05/2024
(Street)
SAN MATEO, CA94402
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
Common Stock 2,775,557 D ( 1 ) ( 2 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Fall Line Endurance Fund, LP< /a>
160 BOVET ROAD, SUITE 310
SAN MATEO, CA94402
X
Fall Line Endurance GP, LLC
160 BOVET ROAD, SUITE 310
SAN MATEO, CA94402
X
OBrien Eric
160 BOVET ROAD, SUITE 310
SAN MATEO, CA94402
X
Mitchell Clay
160 BOVET ROAD, SUITE 310
SAN MATEO, CA94402
X
Signatures
Fall Line Endurance Fund, LP, By: Fall Line Endurance GP, LLC, its General Partner, By: /s/ Eric O'Brien, Managing Member 06/13/2024
Signature of Reporting Person Date
Fall Line Endurance GP, LLC, By: s/ Eric O'Brien, Managing Member 06/13/2024
Signature of Reporting Person Date
/s/ Eric O'Brien 06/13/2024
Signature of Reporting Person Date
/s/ Clay Mitchell 06/13/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Fall Line Endurance Fund, LP, a Delaware limited partnership ("Fall Line LP"), is the owner of record of all such shares of Common Stock.
( 2 )The securities reported as directly beneficially owned by Fall Line LP in footnote 1 hereof may be deemed to be indirectly beneficially owned by (a) Fall Line Endurance GP, LLC, a Delaware limited liability company ("Fall Line GP"), which is the general partner of Fall Line LP, and (b) Eric O'Brien and Clay Mitchell, who are the managing members of Fall Line GP. Each of Fall Line GP, Eric O'Brien and Clay Mitchell disclaims beneficial ownership of these securities except to the extent of that person's pecuniary interest therein.

Remarks:
As disclosed in the Schedule 13D filed on June 5, 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 3 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.

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).
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