| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol SunOpta Inc. [ STKL ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 07/10/2020 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) 07/14/2020 | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Performance Stock Units | (1) | 07/10/2020 | A | 28,519(2) | (3) | (4) | Common Shares | 28,519(2) | $0.00 | 28,519(2) | D | ||||
| Stock Option (Right to Buy) | $4.73 | 07/10/2020 | A | 26,484(5) | (6) | 07/10/2030 | Common Shares | 26,484(5) | $0.00 | 26,484(5) | D | ||||
| Restricted Stock Units | (7) | 07/10/2020 | A | 14,260(8) | (9) | (10) | Common Shares | 14,260(8) | $0.00 | 14,260(8) | D | ||||
| Explanation of Responses: |
| 1. Each Performance Stock Unit represents a contingent right to receive one share of STKL common stock. |
| 2. The original Form 4 incorrectly reported the amount as 28,431 due to a clerical error. |
| 3. The reporting person was granted performance stock units (the "Performance Units") on July 10, 2020. 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"). For the EBITDA performance conditions, 1/3 of the Performance Units will vest upon the Company achieving annual adjusted EBITDA of $80,000,000, another 1/3 will vest upon the Company achieving annual adjusted EBITDA of $100,000,000, and the final 1/3 will vest upon the Company achieving annual adjusted EBITDA of $110,000,000 during the Performance Period, and subject to continued employment through the end of the fiscal year the EBITDA performance condition is achieved. |
| 4. The Performance Stock Units do not have an expiration date. |
| 5. The original Form 4 incorrectly reported the amount as 26,402 due to a clerical error. |
| 6. The Stock Options 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. |
| 7. Each Restricted Stock Unit represents a contingent right to receive one share of STKL common stock. |
| 8. The original Form 4 incorrectly reported the amount as 14,216 due to a clerical error. |
| 9. 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. |
| 10. The Restricted Stock Units do not have an expiration date. |
| Remarks: |
| /s/ Gerardus Joseph Maria Versteegh | 08/17/2020 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
