SunOpta (STKL) Form 4/A SunOpta / Robert Duchscher 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^*

Duchscher Robert

(Last) (First) (Middle)

7301 OHMS LANE

SUITE 600

(Street)

EDINA MN 55439

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

3. Date of Earliest Transaction (Month/Day/Year)
06/14/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)
06/18/2019

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 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

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
Performance Stock Units	(1)	06/14/2019		A		45,226		(2)	(3)	Common Shares	45,226	$0.00	45,226	D

Explanation of Responses:

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

2. This amendment is filed for the sole purpose of amending and restating footnote (2) to the original Form 4 as follows: The Performance Stock Units ("PSUs") vest based upon the Company's Adjusted EBITDA, excluding the international organic ingredients and organic soy and corn operations (the "Performance Measure"), as reported by the Company in its Annual Report on Form 10-K for its 2019 fiscal year. If the Performance Measure is less than $20.9 million, none of the PSUs will vest. If the Performance Measure is greater than $20.9 million, a percentage of the PSUs, ranging from 33% to 100%, will vest in accordance with a vesting table. The vested amount increases by one percentage point for each level of the Performance Measure achieved, as specified in the vesting table. If the Performance Measure is greater than or equal to $38.4 million, all of the PSUs will vest. Vesting is also subject to continued employment of the reporting person through vesting date.

3. The Performance Stock Units do not have an expiration date.

Remarks:

	/s/ Jill Barnett, attorney-in-fact	06/19/2019
	** 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).
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