| 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 |
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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 09/25/2015 | 3. Issuer Name and Ticker or Trading Symbol SunOpta Inc. [ STKL ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 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) |
| Common Shares, no par value(1) | 8,313,848 | I(2) | By Tourbillon Global Master Fund, Ltd |
| Common Shares, no par value(1) | 73,299 | I(3) | By Tourbillon Global Long Alpha Fund, LLC |
| Common Shares, no par value(1) | 180,577 | I(4) | By Tourbillon Global Long Alpha Fund, Ltd |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 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 | ||||
| Explanation of Responses: |
| 1. This Form 3 is filed jointly Tourbillon Capital Partners, L.P. ("Tourbillon") and Jason H. Karp (together, the "Reporting Persons"). Each of the Reporting Persons disclaims beneficial ownership of the Common Shares reported herein except to the extent of his or its pecuniary interest therein. |
| 2. Securities held for the account of Tourbillon Global Master Fund, Ltd ("Global Master Fund"). Each of Tourbillon, as the Investment Manager of Global Master Fund, and Jason H. Karp as the Chief Executive Officer of Tourbillon, may be deemed to beneficially own the securities held for the account of Global Master Fund. |
| 3. Securities held for the account of Tourbillon Global Long Alpha Fund, LLC ("Global Alpha Fund"). Each of Tourbillon, as the Investment Manager of Global Alpha Fund, and Jason H. Karp, as the Chief Executive Officer of Tourbillon, may be deemed to beneficially own the securities held for the account of Global Alpha Fund. |
| 4. Securities held for the account of Tourbillon Global Long Alpha Fund, Ltd ("Global Alpha Offshore Fund"). Each of Tourbillon, as the Investment Manager of Global Alpha Offshore Fund, and Jason H. Karp, as the Chief Executive Officer of Tourbillon, may be deemed to beneficially own the securities held for the account of Global Alpha Offshore Fund. |
| Remarks: |
| /s/ Brian A. Kessler, Chief Financial Officer of Tourbillon Capital Partners, L.P. | 09/30/2015 | |
| /s/ Jason H. Karp | 09/30/2015 | |
| ** 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. | ||
