SunOpta Inc. — Director's Dealing 2019

Jun 19, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Barnett Jill (VP, General Counsel, Secretary)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-06-14	Performance Stock Units	$	A	48097	Acquired		Common Shares (48097)	Direct

Footnotes

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

F2: The Performance Stock Units 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 the Company's Adjusted EBITDA is less than $20.9 million, none of the performance units will vest. If 2019 Adjusted EBITDA is greater than $20.9 million, a percentage of the performance units, 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 Company's Adjusted EBITDA is greater than or equal to $38.4 million, all of the performance units will vest. Vesting is also subject to continued employment of the reporting person during the 2019 fiscal year.

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