Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
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Benson Hill, Inc. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
082490202 (CUSIP Number) |
Mohit Kalra 210 N. Carpenter St, Floor 8, Chicago, IL, 60607 (847) 512-3469 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
05/21/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on 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).
SCHEDULE 13D
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| CUSIP No. | 082490202 |
| 1 |
Name of reporting person
S2G Investments, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
332,335.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
5.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
The percent of class is calculated based on 6,114,020 shares of Common Stock outstanding as of November 7, 2024, as reported on the Issuer's Form 10-Q, filed with the SEC on November 12, 2024.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.0001 per share | |
| (b) | Name of Issuer:
Benson Hill, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
1001 North Warson Road, St. Louis,
MISSOURI
, 63132. | |
Item 1 Comment:
The Reporting Person originally reported beneficial ownership of more than 5% of the Issuer's outstanding Common Stock on a Schedule 13G filed with
the SEC on February 13, 2024, as amended by Amendment No. 1 filed on May 6, 2024 (such Schedule 13G as amended, the "Original Schedule 13G") and, together with members of a Section 13(d) group, subsequently reported ownership on a Schedule 13D filed with the SEC on June 5, 2024, as amended by Amendment No. 1 filed on June 27, 2024, Amendment No. 2 filed on October 16, 2024, and, to report the dissolution of the group, Amendment No. 3 filed on March 21, 2025 (such Schedule 13D as amended, the "Group Schedule 13D" and, together with the Original Schedule 13G, the "Prior Filings"). This Amendment No. 4 amends the Prior Filings which, except as amended herein, remain fully in effect (as so amended, the "Amended and Restated Schedule 13D"). Capitalized terms used but not defined herein shall have the meanings set forth in the Prior Filings. | ||
| Item 4. | Purpose of Transaction | |
On March 20, 2025, the Issuer and eight of its affiliates (collectively, the "Debtors") filed voluntary petitions for relief under chapter 11 of the United States Bankruptcy Code. The Debtors' bankruptcy cases are jointly administered under Case No. 25-10539 before Honorable Judge Thomas M. Horan in the United States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court"). The Bankruptcy Court subsequently entered an order approving bidding and sale procedures providing for the sale (the "Sale") of substantially all of the Debtors' assets (the "Bidding Procedures Order") [Docket No. 194]. Pursuant to the Bidding Procedures Order, the Debtors determined that the Reporting Person and certain other parties submitted the highest and best offer for the Debtors' assets, and were deemed the "Winning Bidder." On May 22, 2025, the Bankruptcy Court held a hearing and entered an order approving the Sale of the Debtors' assets free and clear of all liens, claims, interests, and encumbrances to the Winning Bidder (the "Sale Order") [Docket No. 367]. The Sale closed on May 23, 2025. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (e) | The Reporting Person anticipate that pursuant to a Chapter 11 liquidation plan, Debtors' remaining business will be wound down and all shares of Common Stock will be canceled. Upon such cancellation, The Reporting Person will cease to beneficially own more than five percent of Issuer registered equity securities. | |
| 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.
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