SunOpta Inc. — Director's Dealing 2020

Apr 30, 2020

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: SunOpta Inc. (STKL)
CIK: 0000351834
Period of Report: 2020-04-24

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 (10% Owner, See Footnote 1)
Reporting Person: Engaged Capital Co-Invest IV-A, LP (10% Owner, See Footnote 1)
Reporting Person: Engaged Capital Flagship Fund, L.P. (10% Owner)
Reporting Person: Engaged Capital Flagship Fund, Ltd. (10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	5137331	Indirect
Common Shares	3166639	Indirect
Common Shares	427937	Indirect
Special Shares, Series 2	6000000	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series B-1 Preferred Stock	$		Common Shares (5240000)		Indirect
Series B-1 Preferred Stock	$		Common Shares (300000)		Indirect
Series B-1 Preferred Stock	$		Common Shares (460000)		Indirect

Footnotes

F1: This Form 3 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 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, 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 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, as the Founder and Chief Investment Officer of Engaged Capital and 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 Co-Invest IV-A. As the general partner and investment adviser of Engaged Capital Co-Invest IV-A, Engaged Capital may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest IV-A. 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-A. 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-A.

F6: The shares of exchangeable, voting Series B-1 Preferred Stock (the "Series B-1 Preferred Stock") issued by SunOpta Foods Inc., a subsidiary of the Issuer (the "Subsidiary"), may be exchanged at any time into the number of Common Shares of the Issuer, subject to certain restrictions, equal to, per share of Series B-1 Preferred Stock, the quotient of the liquidation preference of the Series B-1 Preferred Stock divided by $2.50 (the "Exchange Price"), subject to customary anti-dilution adjustments, provided that the Exchange Price may not be lower than $2.00 (subject to adjustment in certain circumstances). The Series B-1 Preferred Stock has no expiration date.

F7: The Special Shares, Series 2 (the "Special Voting Shares") were issued to and deposited with Engaged Holdings as trustee (the "Trustee") for and on behalf of Engaged Capital Flagship Master, Engaged Capital Co-Invest IV-A and the Engaged Capital Account pursuant to a voting trust agreement, dated April 24, 2020 (the "Voting Trust Agreement"), among the Issuer, the Subsidiary, Engaged Capital Flagship Master, Engaged Capital Co-Invest IV-A, Engaged Capital and the Trustee. The number of Special Voting Shares represents the number of Common Shares exchangeable for the Series B-1 Preferred Stock, subject to certain adjustments and restrictions. The Special Voting Shares entitle the holder thereof to one vote per Special Voting Share on all matters submitted to a vote of the holders of Common Shares, voting together as a single class, subject to certain exceptions.

F8: The Special Voting Shares are not transferrable and the voting rights associated with the Special Voting Shares will terminate upon the transfer of the shares of Series B-1 Preferred Stock to a third party, other than an affiliate of the Reporting Persons. The Reporting Persons do not have a pecuniary interest in the Special Voting Shares.