SunOpta Inc. — Director's Dealing 2021

Apr 20, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SunOpta Inc. (STKL)
CIK: 0000351834
Period of Report: 2021-04-15

Reporting Person: Largey David (Chief Quality Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-04-15	Performance Stock Units	$	A	8120	Acquired		Common Shares (8120)	Direct
2021-04-15	Stock Option (Right to Buy)	$14.77	A	9457	Acquired		Common Shares (9457)	Direct

Footnotes

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

F2: The Performance Stock Units (PSUs) will vest or lapse on April 15, 2024 (Vesting Date), depending on the Company's total shareholder return (the "TSR") performance relative to the Russell 3000 Food and Beverage companies during the performance period as described in the award agreement. If none of the hurdles are met, none of the PSUs will vest and the award will lapse. If the 25th percentile hurdle is met, 25% of the PSUs will vest. If the 50th percentile hurdle is met, 100% of the PSUs will vest. If the 75th percentile hurdle is met, 125% of the PSUs will vest. If the 90th percentile or above is met, 200% of the PSUs will vest. The number included in column 5 of Table II reflects the target number of PSUs eligible for vesting subject to the reporting person's continued employment with the Company through the Vesting Date.

F3: The Stock Options vest in three equal annual installments beginning on April 15, 2022 subject to the continued employment of the reporting person through each such vesting date.

F4: The Stock Options, once vested, will expire 10 years after each such vesting date, subject to continued employment through that vesting date.