SunOpta Inc. — Director's Dealing 2023

Mar 8, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SunOpta Inc. (STKL)
CIK: 0000351834
Period of Report: 2023-03-06

Reporting Person: Ennen Joseph (Director, CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-03-06	Common Shares	M	595238	—	Acquired	2071694	Direct
2023-03-06	Common Shares	F	292858	$8.15	Disposed	1778836	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-03-06	Performance Share Units	$	M	595238	Disposed		Common Shares (595238)	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 April 1, 2019. 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"). The vesting of these Performance Units is due the Board of Directors approval of achievement of the $65,000,000 and $87,000,000 adjusted EBITDA hurdles (as modified by the Board, at its sole discretion, from $110,000,000 and 140,000,000, respectively) 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.