SunOpta Inc. — Director's Dealing 2020

May 22, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SunOpta Inc. (STKL)
CIK: 0000351834
Period of Report: 2020-05-19

Reporting Person: Engaged Capital LLC (10% Owner)
Reporting Person: Engaged Capital Holdings, LLC (10% Owner)
Reporting Person: Welling Glenn W. (10% Owner)
Reporting Person: Engaged Capital Flagship Master Fund, LP (10% Owner)
Reporting Person: Engaged Capital Co-Invest IV, LP (See Footnote 1)
Reporting Person: Engaged Capital Co-Invest IV-A, LP (See Footnote 1)
Reporting Person: Engaged Capital Special Situation Fund, LP (See Footnote 1)
Reporting Person: Engaged Capital Flagship Fund, L.P. (10% Owner, See Footnote 1)
Reporting Person: Engaged Capital Flagship Fund, Ltd. (10% Owner, See Footnote 1)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-05-19	Common Shares	P	57185	$3.723	Acquired	57185	Indirect
2020-05-19	Common Shares	P	25309	$3.6647	Acquired	82494	Indirect
2020-05-19	Common Shares	P	26178	$3.5983	Acquired	108672	Indirect
2020-05-20	Common Shares	P	3500	$3.7583	Acquired	112172	Indirect
2020-05-20	Common Shares	P	187696	$3.8043	Acquired	299868	Indirect
2020-05-21	Common Shares	P	73694	$3.8682	Acquired	373562	Indirect
2020-05-21	Common Shares	P	482500	$3.8587	Acquired	856062	Indirect
2020-05-22	Common Shares	P	10100	$3.85	Acquired	866162	Indirect
2020-05-22	Common Shares	P	133838	$3.8045	Acquired	1000000	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	5137331	Indirect
Common Shares	3166639	Indirect
Common Shares	427937	Indirect

Footnotes

F1: This Form 4 is filed jointly by Engaged Capital Flagship Master Fund, LP ("Engaged Capital Flagship Master"), Engaged Capital Co-Invest IV, LP ("Engaged Capital Co-Invest IV"), Engaged Capital Co-Invest IV-A, LP ("Engaged Capital Co-Invest IV-A"), Engaged Capital Special Situation Fund, LP ("Engaged Capital Special Situation"), Engaged Capital Flagship Fund, LP ("Engaged Capital Fund"), Engaged Capital Flagship Fund, Ltd. ("Engaged Capital Offshore"), Engaged Capital, LLC ("Engaged Capital"), Engaged Capital Holdings, LLC ("Engaged Holdings") and Glenn W. Welling (collectively, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of SunOpta Inc.'s (the "Issuer") outstanding Common Shares. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.

F2: Securities owned directly by Engaged Capital Flagship Master. As feeder funds of Engaged Capital Flagship Master, each of Engaged Capital Fund and Engaged Capital Offshore may be deemed to beneficially own the securities owned directly by Engaged Capital Flagship Master. As the general partner and investment adviser of Engaged Capital Flagship Master, Engaged Capital may be deemed to beneficially own the securities owned directly by Engaged Capital Flagship Master. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the securities owned directly by Engaged Capital Flagship Master. Mr. Welling, by virtue of his position as the founder and Chief Investment Officer of Engaged Capital, and as the sole member of Engaged Holdings, may be deemed to beneficially own the securities owned directly by Engaged Capital Flagship Master.

F3: Securities owned directly by Engaged Capital Co-Invest IV. As the general partner and investment adviser of Engaged Capital Co-Invest IV, Engaged Capital may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest IV. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest IV. Mr. Welling, as the Founder and Chief Investment Officer of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest IV.

F4: Securities held in an account separately managed by Engaged Capital (the "Engaged Capital Account"). Engaged Capital, as the investment adviser of the Engaged Capital Account, may be deemed to beneficially own the securities held in the Engaged Capital Account. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the securities held in the Engaged Capital Account. Mr. Welling, by virtue of his position as the founder and Chief Investment Officer of Engaged Capital, and as the sole member of Engaged Holdings, may be deemed to beneficially own the securities held in the Engaged Capital Account.

F5: Securities owned directly by Engaged Capital Special Situation. As the general partner and investment adviser of Engaged Capital Special Situation, Engaged Capital may be deemed to beneficially own the securities owned directly by Engaged Capital Special Situation. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the securities owned directly by Engaged Capital Special Situation. Mr. Welling, as the Founder and Chief Investment Officer of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the securities owned directly by Engaged Capital Special Situation.