SunOpta Inc. — Director's Dealing 2019

Oct 26, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SunOpta Inc. (STKL)
CIK: 0000351834
Period of Report: 2019-10-24

Reporting Person: ARDSLEY ADVISORY PARTNERS LP (10% Owner, See Footnotes(1)(2)(3))
Reporting Person: Ardsley Advisory Partners GP LLC (See Footnotes(1)(2)(3))
Reporting Person: Ardsley Partners I GP LLC (See Footnotes(1)(2)(3))
Reporting Person: HEMPLEMAN PHILIP J (See Footnotes(1)(2)(3))
Reporting Person: Ardsley Partners Renewable Energy Fund, L.P. (See Footnotes(1)(2)(3))
Reporting Person: Ardsley Healthcare Fund, L.P. (See Footnotes(1)(2)(3))
Reporting Person: Ardsley Duckdive Fund, L.P. (See Footnotes(1)(2)(3))
Reporting Person: Ardsley Ridgecrest Partners Fund, L.P. (See Footnotes(1)(2)(3))

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-10-24	Common Stock	P	7900	$1.7467	Acquired	11955155	Indirect
2019-10-24	Common Stock	P	2700	$1.6996	Acquired	11957855	Indirect

Footnotes

F1: This Form 4 is being filed by Ardsley Advisory Partners LP (the "Advisor") on behalf of itself and Ardsley Advisory Partners GP LLC (the "Advisor General Partner"), Ardsley Partners I GP LLC (the "General Partner"), Ardsley Partners Renewable Energy Fund, L.P. (the "Renewable Energy Fund"), Ardsley Healthcare Fund, L.P. (the "Healthcare Fund"), Ardsley Duckdive Fund, L.P. (the "Duckdive Fund"), Ardsley Ridgecrest Partners Fund, LP (the "Ridgecrest Fund") and Philip J. Hempleman ("Hempleman" and, together with the Advisor, the Advisor General Partner, the General Partner, the Renewable Energy Fund, the Healthcare Fund, the Duckdive Fund, and the Ridgecrest Fund, the "Reporting Persons").

F2: (Continued from Footnote 1) The Advisor General Partner serves as general partner to the Advisor. The General Partner serves as general partner to the Renewable Energy Fund, the Healthcare Fund, the Duckdive Fund, and the Ridgecrest Fund. Hempleman serves as managing member to the Advisor, the Advisor General Partner, and the General Partner.

F3: The amounts set forth in Table I reflect the 10,600 shares of Common Stock purchased by the Duckdive Fund in the open market transaction requiring the filing of this statement. In accordance with Instruction 4(b)(iv) of Form 4, the entire amount of the Issuer's securities held by the Reporting Persons is reported herein. Each of the Advisor, the Advisor General Partner, the General Partner, and Hempleman disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of his/its indirect pecuniary interest therein, and this report shall not be deemed an admission that either the Advisor, the Advisor General Partner, the General Partner, or Hempleman are the beneficial owner of such securities for purposes of Section 16 or for any other purposes.