SunOpta Inc. — Director's Dealing 2022

Mar 5, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SunOpta Inc. (STKL)
CIK: 0000351834
Period of Report: 2020-10-06

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 (See Footnote 1)
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. (See Footnote 1)
Reporting Person: Engaged Capital Flagship Fund, Ltd. (See Footnote 1)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-10-06	Common Shares	J	4831	—	Acquired	432768	Indirect
2022-03-02	Common Shares	P	22561	$5.2100	Acquired	5212126	Indirect
2022-03-02	Common Shares	S	22561	$5.2100	Disposed	3144078	Indirect
2022-03-02	Common Shares	J	3144078	—	Disposed	0	Indirect
2022-03-02	Common Shares	J	447025	—	Acquired	879793	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	1040326	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: Pursuant to the terms of Brendan Springstubb's employment arrangements with Engaged Capital, the compensation Mr. Springstubb received as a director of the Issuer was held for the benefit of Engaged Capital and its affiliates. As reported herein, pursuant to Mr. Springstubb's employment arrangements, the Engaged Capital Account (as defined below) received 4,831 Common Shares subsequent to Mr. Springstubb's departure from the Issuer's Board of Directors.

F3: On March 2, 2022, Engaged Capital Co-Invest IV sold 22,561 Shares at $5.21 per share to Engaged Capital Flagship Master in a private transaction.

F4: 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.

F5: 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.

F6: On March 2, 2022, Engaged Capital Co-Invest IV engaged in a pro rata distribution of 3,144,078 shares to its partners for no consideration (the "Engaged Capital Co-Invest IV Distribution"). Represents the distribution of 3,144,078 shares of common stock of the Issuer held by Engaged Capital Co-Invest IV pursuant to the Engaged Capital Co-Invest IV Distribution.

F7: The Engaged Capital Account received 447,025 shares of common stock in the Engaged Capital Co-Invest IV Distribution.

F8: 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.

F9: 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.