Brookfield Oaktree Holdings, LLC — Director's Dealing 2016

Oct 17, 2016

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: SunOpta Inc. (STKL)
CIK: 0000351834
Period of Report: 2016-10-07

Reporting Person: Oaktree Huntington Investment Fund II, L.P. (10% Owner)
Reporting Person: Oaktree Capital Group, LLC (10% Owner)
Reporting Person: Oaktree Capital Group Holdings GP, LLC (10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Special Shares, Series 1	1840533	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series A Preferred Stock	$		Common Shares (1840533)		Direct

Footnotes

F1: The Special Shares, Series 1 (the "Special Voting Shares") were issued to and deposited with an affiliate of the Reporting Persons (as defined below), as trustee (the "Trustee") for and on behalf of Oaktree Huntington Investment Fund II, L.P. ("OHIF II") and other holders of Series A Preferred Shares of SunOpta Foods Inc. (the "Subsidiary") from time to time pursuant to a voting trust agreement dated October 7, 2016 (the "Voting Trust Agreement"), among SunOpta Inc. (the "Company"), the Subsidiary, Organics, Oaktree Huntington Investment Fund II, L.P. and the Trustee. The number of Special Voting Shares represents the number of Common Shares exchangeable for the Preferred Shares (as defined below), subject to certain adjustments and restrictions.

F2: The Series A Preferred Stock of the Subsidiary (the "Preferred Shares") may be exchanged at any time into the number of Common Shares of the Company, subject to certain restrictions, equal to, per Preferred Share, the quotient of the liquidation preference of the Preferred Share divided by $7.50 (the "Exchange Price"), subject to customary anti-dilution adjustments, provided that the Exchange Price may not be lower than $7.00 (subject to adjustment in certain circumstances). The Preferred Shares have no expiration date.

F3: This Form 3 is also being filed by: (i) Oaktree Huntington Investment Fund II GP, L.P., a Delaware limited partnership ("OHIF II GP"), in its capacity as general partner of OHIF II (ii) Oaktree Fund GP, LLC, a Delaware limited liability company ("GP LLC"), in its capacity as general partner of OHIF II GP; (iii) Oaktree Fund GP I, L.P., a Delaware limited partnership ("GP I"), in its capacity as managing member of GP LLC; (iv) Oaktree Capital I, L.P., a Delaware limited partnership ("Capital I"), in its capacity as general partner of GP I; (v) OCM Holdings I, LLC, a Delaware limited liability company ("Holdings I"), in its capacity as general partner of Capital I; (vi) Oaktree Holdings, LLC, a Delaware limited liability company ("Holdings"), in its capacity as managing member of Holdings I; (continued in footnote 4)

F4: (Continued from footnote 3) (vii) Oaktree Capital Management, L.P., a Delaware limited partnership and a registered investment adviser under the Investment Advisers Act of 1940, as amended ("Management"), in its capacity as investment manager of OHIF II; (viii) Oaktree Holdings, Inc., a Delaware corporation ("Holdings, Inc."), in its capacity as general partner of Management; (ix) Oaktree Capital Group, LLC, a Delaware limited liability company ("OCG"), in its capacity as the sole shareholder of Holdings, Inc. and managing member of Holdings; and (x) Oaktree Capital Group Holdings GP, LLC, a Delaware limited liability company ("OCGH GP" and together with OHIF II, OHIF II GP, GP LLC, GP I, Capital I, Holdings I, Holdings, Management, Holdings, Inc., OCG, collectively, the "Reporting Persons"), in its capacity as the duly elected manager of OCG.

F5: Each Reporting Person disclaims beneficial ownership of all equity securities reported herein except to the extent of its respective pecuniary interest therein, and the filing of this Form 3 shall not be construed as an admission that any such Reporting Person is the beneficial owner of any equity securities covered by this Form

F6: OCGH GP is managed by an executive committee consisting of Howard S. Marks, Bruce A. Karsh, Sheldon M. Stone, Stephen A. Kaplan, John B. Frank, David M. Kirchheimer, and Jay S. Wintrob (the "OCGH GP Members"). In such capacity, the OCGH GP Members may be deemed to have indirect beneficial ownership of the Preferred Shares and Special Voting Shares reported herein. Each OCGH GP Member expressly disclaims beneficial ownership of the Preferred Shares and Special Voting Shares reported herein, except to the extent of his respective pecuniary interests therein, and the filing of this Form 3 shall not be construed as an admission that any such person is the beneficial owner of any equity securities covered by this Form 3.