SunOpta (STKL) Form 4 SunOpta / Chris Whitehair 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^*

Whitehair Chris

(Last) (First) (Middle)

7078 SHADY OAK ROAD

(Street)

EDEN PRAIRIE MN 55344

(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)
SVP Supply Chain

3. Date of Earliest Transaction (Month/Day/Year)
05/05/2022

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

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
Stock Option (Right to Buy)	$5.91	05/05/2022		A		15,042		(1)	(2)	Common Shares	15,042	$0.00	15,042	D
Restricted Stock Units	(3)	05/05/2022		A		18,716		(4)	(5)	Common Shares	18,716	$0.00	18,716	D
Performance Stock Units	(6)	05/05/2022		A		37,432		(7)	(8)	Common Shares	37,432	$0.00	37,432	D

Explanation of Responses:

1. The Stock Options vest in three equal annual installments beginning on May 5, 2023 subject to the continued employment of the reporting person through each such vesting date. These options qualify as incentive stock options.

2. The Stock Options, once vested, will expire 10 years after each such vesting date, subject to continued employment through that vesting date.

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

4. The Restricted Stock Units vest in three equal annual installments beginning on May 5, 2023 subject to the continued employment of the reporting person through each such vesting date.

5. The Restricted Stock Units do not have an expiration date.

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

7. The Performance Stock Units (PSUs) will vest or lapse on May 5, 2025 (Vesting Date), depending on the Company's total shareholder return (the "TSR") performance relative to the Russell 3000 Food and Beverage companies during the performance period as described in the award agreement. If none of the hurdles are met, no PSUs will vest and the award will lapse. If the 25th percentile hurdle is met, 25% of the PSUs will vest. If the 50% percentile hurdle is met, 100% of the PSUs will vest. If the 75% percentile hurdle is met, 125% of the PSUs will vest. If the 90th percentile or above is met, 200% of the PSUs will vest. The number included in column 5 of Table II reflects the number of PSUs eligible for vesting subject to the reporting person's continued employment with the Company through the Vesting Date.

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

Remarks:

	/s/ Jill Barnett, attorney-in-fact	05/09/2022
	** 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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