Whitehair Chris Form 3/A SunOpta / Chris Whitehair ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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

OMB APPROVAL

OMB Number:	3235-0104
Estimated average burden
hours per response:	0.5

1. Name and Address of Reporting Person^*

Whitehair Chris

(Last) (First) (Middle)

7301 OHMS LANE SUITE 600

(Street)

EDINA MN 55439

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/02/2018

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

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

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

5. If Amendment, Date of Original Filed (Month/Day/Year)
02/12/2018

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

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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	(2)	Common Shares	22,000(3)	(4)	D
Non-Qualified Stock Option (Right to Buy)	(5)	05/24/2027	Common Shares	29,999(3)	9.5	D
Incentive Stock Option (Right to Buy)	(5)	05/24/2027	Common Shares	10,526(3)	9.5	D
Restricted Stock Units	(6)	(2)	Common Shares	18,155(3)	(4)	D
Performance Share Units	(7)	(2)	Common Shares	90,777(3)	(8)	D

Explanation of Responses:

1. On April, 10, 2017 the reporting person was granted 22,000 restricted stock units, vesting in three equal annual installments beginning on the first anniversary of the grant date.

2. This award has no expiration date. Units will either vest or be forfeit.

3. These shares were omitted from the reporting person's original Form 3.

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

5. The grant cliff vests after 3 years on May 24, 2020.

6. On May 24, 2017 the reporting person was granted 18,155 Restricted Stock Units, vesting in three equal annual installments beginning on the first anniversary of the grant date.

7. The Performance Stock Units will vest, if at all, on May 24, 2020 based upon meeting the following stock performance conditions for 20 consecutive trading days: one-third of the Performance Stock Units eligible to vest upon achieving a stock price of $11.00, one-third of the Performance Stock Units eligible to vest upon achieving a stock price of $14.00, and one-third of the Performance Stock Units eligible to vest upon achieving a stock price of $18.00.

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

Remarks:

EXHIBIT LIST Exhibit 24 - Power of Attorney

	/s/ Jill Barnett,attorney-in-fact	03/28/2018
	** 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 5 (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.