SunOpta Inc. — Director's Dealing 2019

Jun 20, 2019

SEC Form 4/A — Form 4/A

Issuer: SunOpta Inc. (STKL)
CIK: 0000351834
Period of Report: 2019-06-14

Reporting Person: Gough Jeffrey (Chief Human Resources Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-06-14	Performance Stock Units	$	A	45226	Acquired		Common Shares (45226)	Direct

Footnotes

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

F2: This amendment is being filed for the sole purpose of amending and restating footnote (2) to the original Form 4 as follows: The Performance
Stock Units ("PSUs") vest based upon the Company's Adjusted EBITDA as publicly reported by the Company in its Annual Report on Form 10-K for its
2019 fiscal year. If 2019 Adjusted EBITDA is less than $44.2 million, none of the PSUs will vest. If 2019 Adjusted EBITDA is greater
than $44.2 million, a percentage of the PSUs, ranging from 33% to 100%, will vest in accordance with a vesting table. The vested
amount increases by one percentage point for each level of Adjusted EBITDA achieved, as specified in the vesting table. If the 2019 Adjusted
EBITDA is greater than or equal to $69.2 million, all of the PSUs will vest. Vesting is also subject to continued employment of the
reporting person through the vesting date.

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