Engaged Capital Flagship Fund Form 4 SunOpta / Glenn W. Welling ownership change

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Engaged Capital LLC

(Last) (First) (Middle)

610 NEWPORT CENTER DRIVE

SUITE 250

(Street)

NEWPORT BEACH CA 92660

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
SunOpta Inc. [ STKL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/14/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Shares(1)	06/14/2022		S		602,837	D	$7.0134	437,489	I	By: Engaged Capital Special Situation Fund, LP(2)
Common Shares(1)	06/15/2022		S		437,489	D	$7.2392	0	I	By: Engaged Capital Special Situation Fund, LP(2)
Common Shares(1)								5,212,126	I	By: Engaged Capital Flagship Master Fund, LP(3)
Common Shares(1)								879,793	I	By: Managed Account of Engaged Capital, LLC(4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Cash-Settled Total Return Swap(1)	$6.5543(5)	06/16/2022		S/K(6)			58,644	(6)	08/24/2023	Common Shares	0	(5)(6)	0	I	By: Engaged Capital Special Situation Fund, LP(2)
Cash-Settled Total Return Swap(1)	$6.5947(5)	06/16/2022		S/K(6)			125,379	(6)	08/24/2023	Common Shares	0	(5)(6)	0	I	By: Engaged Capital Special Situation Fund, LP(2)

1. Name and Address of Reporting Person^*

Engaged Capital LLC

(Last) (First) (Middle)

610 NEWPORT CENTER DRIVE

SUITE 250

(Street)

NEWPORT BEACH CA 92660

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Engaged Capital Holdings, LLC

(Last) (First) (Middle)

610 NEWPORT CENTER DRIVE

SUITE 250

(Street)

NEWPORT BEACH CA 92660

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Welling Glenn W.

(Last) (First) (Middle)

C/O ENGAGED CAPITAL, LLC

610 NEWPORT CENTER DRIVE, SUITE 250

(Street)

NEWPORT BEACH CA 92660

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Engaged Capital Flagship Master Fund, LP

(Last) (First) (Middle)

CRICKET SQUARE, HUTCHINS DRIVE

P.O. BOX 2681

(Street)

GRAND CAYMAN E9 KY1-1111

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Engaged Capital Co-Invest IV-A, LP

(Last) (First) (Middle)

610 NEWPORT CENTER DRIVE, SUITE 250

(Street)

NEWPORT BEACH CA 92660

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Engaged Capital Special Situation Fund, LP

(Last) (First) (Middle)

610 NEWPORT CENTER DRIVE, SUITE 250

(Street)

NEWPORT BEACH CA 92660

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Engaged Capital Flagship Fund, L.P.

(Last) (First) (Middle)

610 NEWPORT CENTER DRIVE

SUITE 250

(Street)

NEWPORT BEACH CA 92660

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Engaged Capital Flagship Fund, Ltd.

(Last) (First) (Middle)

610 NEWPORT CENTER DRIVE

SUITE 250

(Street)

NEWPORT BEACH CA 92660

(City) (State) (Zip)

Explanation of Responses:

1. This Form 4 is filed jointly by Engaged Capital Flagship Master Fund, LP ("Engaged Capital Flagship Master"), 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.

2. 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.

3. 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.

4. 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.

5. Represents the reference price associated with the applicable Swap (as defined below).

6. Engaged Capital Special Situation previously entered into cash-settled total return swap agreements (the "Swaps") with an unaffiliated third party financial institution as the counterparty. Engaged Capital Special Situation no longer has any economic exposure to such Swaps. Previously, the Swaps provided Engaged Capital Special Situation with economic results that are comparable to the economic results of ownership, but did not provide Engaged Capital Special Situation with the power to vote or direct the voting or dispose of or direct the disposition of the common shares that were the subject of the Swap (the "Subject Shares"). The Reporting Persons expressly disclaims beneficial ownership of the Subject Shares except to the extent of their pecuniary interest therein.

	Engaged Capital, LLC; By: /s/ Glenn W. Welling, Authorized Signatory	06/16/2022
	Engaged Capital Holdings, LLC; By: /s/ Glenn W. Welling, Authorized Signatory	06/16/2022
	/s/ Glenn W. Welling	06/16/2022
	Engaged Capital Flagship Master Fund, LP; By: Engaged Capital, LLC; By: /s/ Glenn W. Welling, Authorized Signatory	06/16/2022
	Engaged Capital Co-Invest IV-A, LP; By: Engaged Capital, LLC; By: /s/ Glenn W. Welling, Authorized Signatory	06/16/2022
	Engaged Capital Special Situation Fund, LP; By: Engaged Capital, LLC; By: /s/ Glenn W. Welling, Authorized Signatory	06/16/2022
	Engaged Capital Flagship Fund, LP; By: Engaged Capital, LLC; By: /s/ Glenn W. Welling, Authorized Signatory	06/16/2022
	Engaged Capital Flagship Fund, Ltd.; By: /s/ Glenn W. Welling, Director	06/16/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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