SunOpta Inc. — Director's Dealing 2021

Jul 14, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SunOpta Inc. (STKL)
CIK: 0000351834
Period of Report: 2021-07-10

Reporting Person: Duchscher Robert (Chief Information Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-07-10	Common Shares	M	5696	—	Acquired	125215	Direct
2021-07-10	Common Shares	F	2803	$12.33	Disposed	122412	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-07-10	Performance Stock Units	$	M	5696	Disposed		Common Shares (5696)	Direct

Footnotes

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

F2: This line item reflects the deemed disposition of shares withheld by the Company to satisfy income tax withholding requirements in connection with the vesting of the PSUs.

F3: The reporting person was granted performance stock units (the "Performance Units") on July 10, 2020. The vesting of the Performance Units is subject to the satisfaction of certain fiscal year EBITDA achieved during the period commencing on the grant date and ending on December 31, 2022 (the "Performance Period"). For the EBITDA performance conditions, 1/3 of the Performance Units will vest upon the Company achieving annual adjusted EBITDA of $80,000,000, another 1/3 will vest upon the Company achieving annual adjusted EBITDA of $100,000,000, and the final 1/3 will vest upon the Company achieving annual adjusted EBITDA of $110,000,000 during the Performance Period, and subject to continued employment through the end of the fiscal year the EBITDA performance condition is achieved.

F4: The Performance Stock Units do not have an expiration date.