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Filing Details

Accession Number:: 0000921895-22-000773
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2022-03-04 20:03:09
Reporting Period:: 2020-10-06

Accepted Time:: 2022-03-04 20:03:09
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
351834	Sunopta Inc.	STKL	()	DE

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1559771	Engaged Capital Llc	610 Newport Center Drive Suite 250 Newport Beach CA 92660	No	No	Yes	No
1559850	Engaged Capital Flagship Fund, L.p.	610 Newport Center Drive Suite 250 Newport Beach CA 92660	No	No	No	Yes
1580761	Engaged Capital Flagship Master Fund, Lp	Cricket Square, Hutchins Drive P.o. Box 2681 Grand Cayman E9 KY1-1111	No	No	No	Yes
1580769	Engaged Capital Holdings, Llc	610 Newport Center Drive Suite 250 Newport Beach CA 92660	No	No	Yes	No
1580771	W. Glenn Welling	C/O Engaged Capital, Llc 610 Newport Center Drive, Suite 250 Newport Beach CA 92660	No	No	Yes	No
1619827	Engaged Capital Flagship Fund, Ltd.	610 Newport Center Drive Suite 250 Newport Beach CA 92660	No	No	No	Yes
1680308	Engaged Capital Co-Invest Iv, Lp	610 Newport Center Drive, Suite 250 Newport Beach CA 92660	No	No	No	Yes
1810615	Engaged Capital Co-Invest Iv-A, Lp	610 Newport Center Drive, Suite 250 Newport Beach CA 92660	No	No	No	Yes
1813061	Engaged Capital Special Situation Fund, Lp	610 Newport Center Drive, Suite 250 Newport Beach CA 92660	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 Shares	Acquisiton	2020-10-06	4,831	$0.00	432,768	No	4	J	Indirect	By: Managed Account of Engaged Capital, LLC
Common Shares	Acquisiton	2022-03-02	22,561	$5.21	5,212,126	No	4	P	Indirect	By: Engaged Capital Flagship Master Fund, LP
Common Shares	Disposition	2022-03-02	22,561	$5.21	3,144,078	No	4	S	Indirect	By: Engaged Capital Co-Invest IV, LP
Common Shares	Disposition	2022-03-02	3,144,078	$0.00	0	No	4	J	Indirect	By: Engaged Capital Co-Invest IV, LP
Common Shares	Acquisiton	2022-03-02	447,025	$0.00	879,793	No	4	J	Indirect	By: Managed Account of Engaged Capital, LLC

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	J	Indirect	By: Managed Account of Engaged Capital, LLC
No	4	P	Indirect	By: Engaged Capital Flagship Master Fund, LP
No	4	S	Indirect	By: Engaged Capital Co-Invest IV, LP
No	4	J	Indirect	By: Engaged Capital Co-Invest IV, LP
No	4	J	Indirect	By: Managed Account of Engaged Capital, LLC

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Shares	1,040,326	Indirect	By: Engaged Capital Special Situation Fund, LP

Footnotes

This Form 4 is filed jointly by Engaged Capital Flagship Master Fund, LP ("Engaged Capital Flagship Master"), Engaged Capital Co-Invest IV, LP ("Engaged Capital Co-Invest IV"), Engaged Capital Co-Invest IV-A, LP ("Engaged Capital Co-Invest IV-A"), Engaged Capital Special Situation Fund, LP ("Engaged Capital Special Situation"), Engaged Capital Flagship Fund, LP ("Engaged Capital Fund"), Engaged Capital Flagship Fund, Ltd. ("Engaged Capital Offshore"), Engaged Capital, LLC ("Engaged Capital"), Engaged Capital Holdings, LLC ("Engaged Holdings") and Glenn W. Welling (collectively, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of SunOpta Inc.'s (the "Issuer") outstanding Common Shares. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.
Pursuant to the terms of Brendan Springstubb's employment arrangements with Engaged Capital, the compensation Mr. Springstubb received as a director of the Issuer was held for the benefit of Engaged Capital and its affiliates. As reported herein, pursuant to Mr. Springstubb's employment arrangements, the Engaged Capital Account (as defined below) received 4,831 Common Shares subsequent to Mr. Springstubb's departure from the Issuer's Board of Directors.
On March 2, 2022, Engaged Capital Co-Invest IV sold 22,561 Shares at $5.21 per share to Engaged Capital Flagship Master in a private transaction.
Securities owned directly by Engaged Capital Flagship Master. As feeder funds of Engaged Capital Flagship Master, each of Engaged Capital Fund and Engaged Capital Offshore may be deemed to beneficially own the securities owned directly by Engaged Capital Flagship Master. As the general partner and investment adviser of Engaged Capital Flagship Master, Engaged Capital may be deemed to beneficially own the securities owned directly by Engaged Capital Flagship Master. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the securities owned directly by Engaged Capital Flagship Master. Mr. Welling, by virtue of his position as the founder and Chief Investment Officer of Engaged Capital, and as the sole member of Engaged Holdings, may be deemed to beneficially own the securities owned directly by Engaged Capital Flagship Master.
Securities owned directly by Engaged Capital Co-Invest IV. As the general partner and investment adviser of Engaged Capital Co-Invest IV, Engaged Capital may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest IV. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest IV. Mr. Welling, as the Founder and Chief Investment Officer of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest IV.
On March 2, 2022, Engaged Capital Co-Invest IV engaged in a pro rata distribution of 3,144,078 shares to its partners for no consideration (the "Engaged Capital Co-Invest IV Distribution"). Represents the distribution of 3,144,078 shares of common stock of the Issuer held by Engaged Capital Co-Invest IV pursuant to the Engaged Capital Co-Invest IV Distribution.
The Engaged Capital Account received 447,025 shares of common stock in the Engaged Capital Co-Invest IV Distribution.
Securities held in an account separately managed by Engaged Capital (the "Engaged Capital Account"). Engaged Capital, as the investment adviser of the Engaged Capital Account, may be deemed to beneficially own the securities held in the Engaged Capital Account. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the securities held in the Engaged Capital Account. Mr. Welling, by virtue of his position as the founder and Chief Investment Officer of Engaged Capital, and as the sole member of Engaged Holdings, may be deemed to beneficially own the securities held in the Engaged Capital Account.
Securities owned directly by Engaged Capital Special Situation. As the general partner and investment adviser of Engaged Capital Special Situation, Engaged Capital may be deemed to beneficially own the securities owned directly by Engaged Capital Special Situation. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the securities owned directly by Engaged Capital Special Situation. Mr. Welling, as the Founder and Chief Investment Officer of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the securities owned directly by Engaged Capital Special Situation.