SunOpta Inc. — Director's Dealing 2023

Jul 13, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SunOpta Inc. (STKL)
CIK: 0000351834
Period of Report: 2023-07-10

Reporting Person: Barnett Jill (Chief Administrative Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-07-10	Common Shares	M	2035	—	Acquired	154889	Direct
2023-07-10	Common Shares	F	1002	$6.35	Disposed	153887	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-07-10	Restricted Stock Units	$	M	2035	Disposed		Common Shares (2035)	Direct
2023-07-10	Stock Option (Right to Buy)	$6.35	A	18654	Acquired		Common Shares (6218)	Direct
2023-07-10	Performance Stock Units	$	A	42858	Acquired		Common Shares (42858)	Direct
2023-07-10	Restricted Stock Units	$	A	10715	Acquired		Common Shares (10715)	Direct

Footnotes

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

F2: Includes 1,175 shares acquired under the STKL stock purchase plan in May 2023.

F3: 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 RSUs.

F4: The Restricted Stock Units vest in three equal annual installments beginning on July 10, 2021, subject to the continued employment of the reporting person through each such vesting date.

F5: The Restricted Stock Units do not have an expiration date.

F6: The Stock Options vest in three equal annual installments beginning on July 10, 2024, subject to the continued employment of the reporting person through each such vesting date.

F7: The options expire 10 years from the award date, subject to continued employment through each such vesting date.

F8: Each Performance Stock Unit represents a contingent right to receive one share of STKL common stock.

F9: The Performance Stock Units (PSUs) will vest or lapse on April 15, 2026 (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, no PSUs will vest and the award will lapse. If the 25th percentile hurdle is met, 25% of the PSUs will vest. If the 50% percentile hurdle is met, 100% of the PSUs will vest. If the 75% 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 number of PSUs eligible for vesting subject to the reporting person's continued employment with the Company through the Vesting Date.

F10: The Performance Stock Units do not have an expiration date.

F11: The Restricted Stock Units vest in three equal annual installments beginning on July 10, 2024, subject to the continued employment of the reporting person through each such vesting date.