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Filing Details

Accession Number:: 0000921895-22-002018
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2022-06-16 19:33:58
Reporting Period:: 2022-06-14

Accepted Time:: 2022-06-16 19:33:58
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
351834	Sunopta Inc.	STKL	Wholesale-Farm Product Raw Materials (5150)	000000000

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
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	Disposition	2022-06-14	602,837	$7.01	437,489	No	4	S	Indirect	By: Engaged Capital Special Situation Fund, LP
Common Shares	Disposition	2022-06-15	437,489	$7.24	0	No	4	S	Indirect	By: Engaged Capital Special Situation Fund, LP

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	By: Engaged Capital Special Situation Fund, LP
No	4	S	Indirect	By: Engaged Capital Special Situation Fund, LP

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Shares	Cash-Settled Total Return Swap	Disposition	2022-06-16	58,644	$0.00	0	$6.55
Common Shares	Cash-Settled Total Return Swap	Disposition	2022-06-16	125,379	$0.00	0	$6.59

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0		2023-08-24	Yes	4	S	Indirect
0		2023-08-24	Yes	4	S	Indirect

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Shares	5,212,126	Indirect	By: Engaged Capital Flagship Master Fund, LP
Common Shares	879,793	Indirect	By: Managed Account of Engaged Capital, LLC

Footnotes

This Form 4 is filed jointly by Engaged Capital Flagship Master Fund, LP ("Engaged Capital Flagship Master"), 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.
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.
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 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.
Represents the reference price associated with the applicable Swap (as defined below).
Engaged Capital Special Situation previously entered into cash-settled total return swap agreements (the "Swaps") with an unaffiliated third party financial institution as the counterparty. Engaged Capital Special Situation no longer has any economic exposure to such Swaps. Previously, the Swaps provided Engaged Capital Special Situation with economic results that are comparable to the economic results of ownership, but did not provide Engaged Capital Special Situation with the power to vote or direct the voting or dispose of or direct the disposition of the common shares that were the subject of the Swap (the "Subject Shares"). The Reporting Persons expressly disclaims beneficial ownership of the Subject Shares except to the extent of their pecuniary interest therein.