SunOpta Inc. — Major Shareholding Notification 2019

Feb 12, 2019

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

SunOpta Inc.

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(Name of Issuer)

Common Stock

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(Title of Class of Securities)

8676EP108

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(CUSIP Number)

December 31, 2018

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(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

| x | Rule
13d-1(b) |
| --- | --- |
| x | Rule
13d-1(c) |
| o | Rule
13d-1(d) |

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

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CUSIP No. 8676EP108 13G Page 2 of 16 Pages

| 1. — 2. | names of reporting
persons i.r.s. identification no.
of above persons (entities only) Ardsley Advisory
Partners LP — check the appropriate box if a group* | | ( a) x ( b) o |
| --- | --- | --- | --- |
| 3. | sec use only | | |
| 4. | citizenship or place
of organization Delaware,
United States of America | | |
| number of shares | 5. | sole voting power | 0 |
| beneficially owned by | 6. | shared voting power | 5,112,430 |
| each reporting | 7. | sole dispositive power | 0 |
| person with: | 8. | shared dispositive power | 5,112,430 |
| 9. | aggregate amount beneficially owned by each reporting person | | 5,112,430 |
| 10. | check
box if the aggregate amount in row (9) excludes certain shares (See Instructions) | | o |
| 11. | percent of class represented by amount in row (9) | | 5.85% |
| 12. | type of reporting person (See Instructions) | | PN, IA |

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CUSIP No. 8676EP108 13G Page 3 of 16 Pages

| 1. — 2. | names of reporting
persons i.r.s. identification no.
of above persons (entities only) Ardsley Advisory
Partners GP LLC — check the appropriate box if a group* | | ( a) x ( b) o |
| --- | --- | --- | --- |
| 3. | sec use only | | |
| 4. | citizenship or place
of organization Delaware,
United States of America | | |
| number of shares | 5. | sole voting power | 0 |
| beneficially owned by | 6. | shared voting power | 5,112,430 |
| each reporting | 7. | sole dispositive power | 0 |
| person with: | 8. | shared dispositive power | 5,112,430 |
| 9. | aggregate amount beneficially owned by each reporting person | | 5,112,430 |
| 10. | check
box if the aggregate amount in row (9) excludes certain shares (See Instructions) | | o |
| 11. | percent of class represented by amount in row (9) | | 5.85% |
| 12. | type of reporting person (See Instructions) | | PN |

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CUSIP No. 8676EP108 13G Page 4 of 16 Pages

| 1. — 2. | names of reporting
persons i.r.s. identification no.
of above persons (entities only) Philip J. Hempleman — check the appropriate box if a group* | | ( a) x ( b) o |
| --- | --- | --- | --- |
| 3. | sec use only | | |
| 4. | citizenship or place
of organization United
States of America | | |
| number of shares | 5. | sole voting power | 0 |
| beneficially owned by | 6. | shared voting power | 5,112,430 |
| each reporting | 7. | sole dispositive power | 0 |
| person with: | 8. | shared dispositive power | 5,112,430 |
| 9. | aggregate amount beneficially owned by each reporting person | | 5,112,430 |
| 10. | check
box if the aggregate amount in row (9) excludes certain shares (See Instructions) | | o |
| 11. | percent of class represented by amount in row (9) | | 5.85% |
| 12. | type of reporting person (See Instructions) | | IN |

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CUSIP No. 8676EP108 13G Page 5 of 16 Pages

| 1. — 2. | names of reporting
persons i.r.s. identification no.
of above persons (entities only) Ardsley Partners
I GP LLC — check the appropriate box if a group* | | ( a) x ( b) o |
| --- | --- | --- | --- |
| 3. | sec use only | | |
| 4. | citizenship or place
of organization Delaware,
United States of America | | |
| number of shares | 5. | sole voting power | 0 |
| beneficially owned by | 6. | shared voting power | 5,112,430 |
| each reporting | 7. | sole dispositive power | 0 |
| person with: | 8. | shared dispositive power | 5,112,430 |
| 9. | aggregate amount beneficially owned by each reporting person | | 5,112,430 |
| 10. | check
box if the aggregate amount in row (9) excludes certain shares (See Instructions) | | o |
| 11. | percent of class represented by amount in row (9) | | 5.85% |
| 12. | type of reporting person (See Instructions) | | PN |

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CUSIP No. 8676EP108 13G Page 6 of 16 Pages

| 1. — 2. | names of reporting
persons i.r.s. identification no.
of above persons (entities only) Ardsley Partners
Fund II, L.P. — check the appropriate box if a group* | | ( a) x ( b) o |
| --- | --- | --- | --- |
| 3. | sec use only | | |
| 4. | citizenship or place
of organization Delaware,
United States of America | | |
| number of shares | 5. | sole voting power | 0 |
| beneficially owned by | 6. | shared voting power | 417,140 |
| each reporting | 7. | sole dispositive power | 0 |
| person with: | 8. | shared dispositive power | 417,140 |
| 9. | aggregate amount beneficially owned by each reporting person | | 417,140 |
| 10. | check
box if the aggregate amount in row (9) excludes certain shares (See Instructions) | | o |
| 11. | percent of class represented by amount in row (9) | | 0.48% |
| 12. | type of reporting person (See Instructions) | | PN |

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CUSIP No. 8676EP108 13G Page 7 of 16 Pages

| 1. — 2. | names of reporting
persons i.r.s. identification no.
of above persons (entities only) Ardsley Partners
Advanced Healthcare Fund, L.P. — check the appropriate box if a group* | | ( a) x ( b) o |
| --- | --- | --- | --- |
| 3. | sec use only | | |
| 4. | citizenship or place
of organization Delaware,
United States of America | | |
| number of shares | 5. | sole voting power | 0 |
| beneficially owned by | 6. | shared voting power | 1,644,460 |
| each reporting | 7. | sole dispositive power | 0 |
| person with: | 8. | shared dispositive power | 1,644,460 |
| 9. | aggregate amount beneficially owned by each reporting person | | 1,644,460 |
| 10. | check
box if the aggregate amount in row (9) excludes certain shares (See Instructions) | | o |
| 11. | percent of class represented by amount in row (9) | | 1.88% |
| 12. | type of reporting person (See Instructions) | | PN |

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CUSIP No. 8676EP108 13G Page 8 of 16 Pages

| 1. — 2. | names of reporting
persons i.r.s. identification no.
of above persons (entities only) Ardsley Partners
Renewable Energy Fund, L.P. — check the appropriate box if a group* | | ( a) x ( b) o |
| --- | --- | --- | --- |
| 3. | sec use only | | |
| 4. | citizenship or place
of organization Delaware,
United States of America | | |
| number of shares | 5. | sole voting power | 0 |
| beneficially owned by | 6. | shared voting power | 1,240,830 |
| each reporting | 7. | sole dispositive power | 0 |
| person with: | 8. | shared dispositive power | 1,240,830 |
| 9. | aggregate amount beneficially owned by each reporting person | | 1,240,830 |
| 10. | check
box if the aggregate amount in row (9) excludes certain shares (See Instructions) | | o |
| 11. | percent of class represented by amount in row (9) | | 1.42% |
| 12. | type of reporting person (See Instructions) | | PN |

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CUSIP No. 8676EP108 13G Page 9 of 16 Pages

| 1. — 2. | names of reporting
persons i.r.s. identification no.
of above persons (entities only) Ardsley Duckdive
Fund, L.P. — check the appropriate box if a group* | | ( a) x ( b) o |
| --- | --- | --- | --- |
| 3. | sec use only | | |
| 4. | citizenship or place
of organization Delaware,
United States of America | | |
| number of shares | 5. | sole voting power | 0 |
| beneficially owned by | 6. | shared voting power | 1,775,000 |
| each reporting | 7. | sole dispositive power | 0 |
| person with: | 8. | shared dispositive power | 1,775,000 |
| 9. | aggregate amount beneficially owned by each reporting person | | 1,775,000 |
| 10. | check
box if the aggregate amount in row (9) excludes certain shares (See Instructions) | | o |
| 11. | percent of class represented by amount in row (9) | | 2.03% |
| 12. | type of reporting person (See Instructions) | | PN |

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CUSIP No. 09069N108 13G Page 10 of 16 Pages

| 1. — 2. | names of reporting
persons i.r.s. identification no.
of above persons (entities only) Ardsley Healthcare
Fund, L.P. — check the appropriate box if a group* | | ( a) x ( b) o |
| --- | --- | --- | --- |
| 3. | sec use only | | |
| 4. | citizenship or place
of organization Delaware,
United States of America | | |
| number of shares | 5. | sole voting power | 0 |
| beneficially owned by | 6. | shared voting power | 35,000 |
| each reporting | 7. | sole dispositive power | 0 |
| person with: | 8. | shared dispositive power | 35,000 |
| 9. | aggregate amount beneficially owned by each reporting person | | 35,000 |
| 10. | check
box if the aggregate amount in row (9) excludes certain shares (See Instructions) | | o |
| 11. | percent of class represented by amount in row (9) | | 0.04% |
| 12. | type of reporting person (See Instructions) | | PN |

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CUSIP No. 8676EP108 13G Page 11 of 16 Pages

Item 1.
(a) Name
of Issuer:	SunOpta
Inc.
(b) Address
of Issuer’s Principal Executive Offices:	2233
Argentia Road Mississauga,
Ontario L5N 2X7, Canada
Item
2.
(a) Name
of Person Filing:	This
Schedule 13G (the “Schedule”) is being filed with respect to shares of Common Stock (as defined below) of SunOpta
Inc. ( the
“Issuer”) which are beneficially owned by Ardsley Advisory Partners LP(the “Advisor”), Philip J. Hempleman
(“Hempleman”), Ardsley Advisory Partners GP LLC (the “Advisor General Partner”), Ardsley Partners I GP
LLC (the “General Partner”), Ardsley Partners Fund II, L.P. (the “Fund II”), Ardsley Partners Advanced
Healthcare Fund, L.P. (the “Advanced Healthcare Fund”), Ardsley Partners Renewable Energy Fund (the “Renewable
Energy Fund”), Ardsley Duckdive Fund, L.P. (the “Duckdive Fund”), and Ardsley Healthcare Fund, L.P. (the “Healthcare
Fund”) (together, the “Reporting Persons”). See Item 4 below.
(b) Address
of Principal Business Office or, if none, Residence:	262
Harbor Drive Stamford,
CT 06902
(c) Citizenship:	The
Advisory General Partner and the General Partner are Delaware limited liability companies. The Advisor, the Fund II, the Advanced
Healthcare Fund, the Renewable Energy Fund, the Duckdive Fund and the Healthcare Fund are Delaware limited partnerships. Hempleman
is a United States Citizen.
(d) Title
of Class of Securities:	Common
Stock
(e) CUSIP
Number:	8676EP108

Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

| (a) | o | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
| --- | --- | --- |
| (b) | o | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
| (c) | o | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
| (d) | o | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). |
| (e) | x | An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
| (f) | o | An
employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
| (g) | o | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
| (h) | o | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| (i) | o | A
church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company
Act of 1940 (15 U.S.C. 80a-3); |
| (j) | o | Group,
in accordance with §240.13d-1(b)(1)(ii)(J). |

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CUSIP No. 8676EP108 13G Page 12 of 16 Pages

Item 4. Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

The Information required by Items 4(a) - (c) is set forth in Rows 5-11 of the cover page for each Reporting Person hereto and is incorporated by reference for each Reporting Person. The percentage ownership of the Reporting Persons is based on the 87,375,667 outstanding shares of Common Stock of the Issuer, as disclosed on the Issuer’s 10-Q filed with the SEC on November 7, 2018.

Item 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: o .

Item 6. Ownership of More Than Five Percent on Behalf of Another Person.

Not applicable.

Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not applicable.

Item 8. Identification and Classification of Members of the Group.

See Exhibit 2

Item 9. Notice of Dissolution of Group.

Not applicable.

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CUSIP No. 8676EP108 13G Page 13 of 16 Pages

Item 10. Certification.

| (a) | The
following certification shall be included if the statement is filed pursuant to §240.13d-1(b)
with respect to Ardsley Advisory Partners LP: By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and
are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect
of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect. x |
| --- | --- |
| (b) | The
following certification shall be included if the statement is filed pursuant to §240.13d-1(c) with respect to Ardsley Advisory
Partners GP LLC: By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. x |
| (c) | The
following certification shall be included if the statement is filed pursuant to §240.13d-1(c)
with respect to Philip J Hempleman : By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. x |
| (d) | The
following certification shall be included if the statement is filed pursuant to §240.13d-1(c) with respect to Ardsley Partners
I GP LLC.: By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. x |
| (e) | The
following certification shall be included if the statement is filed pursuant to §240.13d-1(c) with respect to Ardsley Partners
Fund II, L.P.: By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. x |

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CUSIP No. 8676EP108 13G Page 14 of 16 Pages

| (f) | The
following certification shall be included if the statement is filed pursuant to §240.13d-1(c) with respect to Ardsley Partners
Advanced Healthcare Fund, L.P. : By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. x |
| --- | --- |
| (g) | The
following certification shall be included if the statement is filed pursuant to §240.13d-1(c) with respect to Ardsley Partners
Renewable Energy Fund, L.P. : By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. x |
| (h) | The
following certification shall be included if the statement is filed pursuant to §240.13d-1(c) with respect to Ardsley Duckdive
Fund, L.P.: By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. x |
| (i) | The
following certification shall be included if the statement is filed pursuant to §240.13d-1(c) with respect to Ardsley Healthcare
Fund, L.P. : By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. x |

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CUSIP No. 8676EP108 13G Page 15 of 16 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

February 12, 2019
Date
ARDSLEY ADVISORY PARTNERS LP
/s/ Steve
Napoli
Signature
Steve Napoli/
Member of its general partner
Name/Title
February 12, 2019
Date
ARDSLEY ADVISORY PARTNERS GP LLC
/s/ Steve
Napoli
Signature
Steve Napoli/Member
Name/Title
February 12, 2019
Date
ARDSLEY PARTNERS I GP LLC
/s/ Steve Napoli
Signature
Steve Napoli/Member
February 12, 2019
Date
PHILIP J. HEMPLEMAN
/s/ Steve
Napoli*
Signature
Steve Napoli/Attorney-in
Fact for Philip J. Hempleman
Name/Title

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CUSIP No. 8676EP108 13G Page 16 of 16 Pages

February 12, 2019
Date
ARDSLEY PARTNERS FUND II, L.P.
By: Ardsley Partners I GP LLC, General Partner
/s/
Steve Napoli
Signature
Steve Napoli/Member
February 12, 2019
Date
ARDSLEY PARTNERS ADVANCED HEALTHCARE FUND,
L.P.
By: Ardsley Partners I GP LLC, General Partner
/s/ Steve
Napoli
Signature
Steve Napoli/Member
February 12, 2019
Date
ARDSLEY PARTNERS RENEWABLE ENERGY FUND,
L.P.
By: Ardsley Partners I GP LLC, General Partner
/s/ Steve
Napoli
Signature
Steve Napoli/Member
February 12, 2019
Date
ARDSLEY DUCKDIVE FUND, L.P.
By: Ardsley Partners I GP LLC, General Partner
/s/ Steve
Napoli
Signature
Steve Napoli/Member
ARDSLEY HEALTHCARE FUND, L.P.
By: Ardsley Partners I GP LLC, General Partner
/s/ Steve Napoli
Signature
Steve Napoli/Member

• Executed by Steve Napoli as Attorney-in-Fact for Philip J. Hempleman. The Power of Attorney for Mr. Hempleman is attached as Exhibit 2 to the Statement on Schedule 13G/A with respect to the Common Stock of Vaxgen, Inc., filed on February 15, 2006, and is incorporated herein by reference.

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

NOTE : Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties for whom copies are to be sent.

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)