SunOpta Inc. — Director's Dealing 2017

Nov 30, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SunOpta Inc. (STKL)
CIK: 0000351834
Period of Report: 2017-11-28

Reporting Person: SCHUSTER SUSANNE (VP Internal Audit)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-11-28	Restricted Stock Units	$	A	5109	Acquired		Common Shares (5109)	Direct
2017-11-28	Performance Stock Units	$	A	25544	Acquired		Common Shares (25544)	Direct
2017-11-28	Stock Options (right to buy)	$7.70	A	11634	Acquired	2027-11-28	Common Shares (11634)	Direct

Footnotes

F1: Each Restricted Stock Unit represents a contingent right to receive one share of STKL common stock.

F2: The Restricted Stock Units vest in three equal annual installments beginning on May 24, 2018.

F3: The Restricted Stock Units do not have an expiration date.

F4: Each Performance Stock Unit represents a contingent right to receive one share of STKL common stock.

F5: The Performance Stock Units will vest, if at all, on May 24, 2020 based on meeting the following stock performance conditions for 20 consecutive trading days: one-third of the Performance Stock Units eligible to vest upon achieving a stock price of $11.00, one-third of the Performance Stock Units eligible to vest upon achieving a stock price of $14.00, and one-third of the Performance Stock Units eligible to vest upon achieving a stock price of $18.00.

F6: The Performance Stock Units do not have an expiration date.