| 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)
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2. Date of Event Requiring Statement
(Month/Day/Year) 04/24/2020 |
3. Issuer Name and Ticker or Trading Symbol
SunOpta Inc. [ STKL ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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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(1) | 5,137,331 | I | By: Engaged Capital Flagship Master Fund, LP(2) |
| Common Shares(1) | 3,166,639 | I | By: Engaged Capital Co-Invest IV, LP(3) |
| Common Shares(1) | 427,937 | I | By: Managed Account of Engaged Capital, LLC(4) |
| Special Shares, Series 2(7)(8) | 6,000,000 | I | By:(7)(8) |
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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 | ||||
| Series B-1 Preferred Stock(6) | (6) | (6) | Common Shares | 5,240,000 | (6) | I | By: Engaged Capital Flagship Master Fund, LP(2) |
| Series B-1 Preferred Stock(6) | (6) | (6) | Common Shares | 300,000 | (6) | I | By: Engaged Capital Co-Invest IV-A, LP(5) |
| Series B-1 Preferred Stock(6) | (6) | (6) | Common Shares | 460,000 | (6) | I | By: Managed Account of Engaged Capital, LLC(4) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. This Form 3 is filed jointly by Engaged Capital Flagship Master Fund, LP ("Engaged Capital Flagship Master"), Engaged Capital Co-Invest IV, LP ("Engaged Capital Co-Invest IV"), Engaged Capital Co-Invest IV-A, LP ("Engaged Capital Co-Invest IV-A"), Engaged Capital Flagship Fund, LP ("Engaged Capital Fund"), Engaged Capital Flagship Fund, Ltd. ("Engaged Capital Offshore"), Engaged Capital, LLC ("Engaged Capital"), Engaged Capital Holdings, LLC ("Engaged Holdings") and Glenn W. Welling (collectively, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of SunOpta Inc.'s (the "Issuer") outstanding Common Shares. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. |
| 2. Securities owned directly by Engaged Capital Flagship Master. As feeder funds of Engaged Capital Flagship Master, each of Engaged Capital Fund and Engaged Capital Offshore may be deemed to beneficially own the securities owned directly by Engaged Capital Flagship Master. As the general partner and investment adviser of Engaged Capital Flagship Master, Engaged Capital may be deemed to beneficially own the securities owned directly by Engaged Capital Flagship Master. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the securities owned directly by Engaged Capital Flagship Master. Mr. Welling, as the Founder and Chief Investment Officer of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the securities owned directly by Engaged Capital Flagship Master. |
| 3. Securities owned directly by Engaged Capital Co-Invest IV. As the general partner and investment adviser of Engaged Capital Co-Invest IV, Engaged Capital may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest IV. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest IV. Mr. Welling, as the Founder and Chief Investment Officer of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest IV. |
| 4. Securities held in an account separately managed by Engaged Capital (the "Engaged Capital Account"). Engaged Capital, as the investment adviser of the Engaged Capital Account, may be deemed to beneficially own the securities held in the Engaged Capital Account. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the securities held in the Engaged Capital Account. Mr. Welling, as the Founder and Chief Investment Officer of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the securities held in the Engaged Capital Account. |
| 5. Securities owned directly by Engaged Capital Co-Invest IV-A. As the general partner and investment adviser of Engaged Capital Co-Invest IV-A, Engaged Capital may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest IV-A. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest IV-A. Mr. Welling, as the Founder and Chief Investment Officer of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest IV-A. |
| 6. The shares of exchangeable, voting Series B-1 Preferred Stock (the "Series B-1 Preferred Stock") issued by SunOpta Foods Inc., a subsidiary of the Issuer (the "Subsidiary"), may be exchanged at any time into the number of Common Shares of the Issuer, subject to certain restrictions, equal to, per share of Series B-1 Preferred Stock, the quotient of the liquidation preference of the Series B-1 Preferred Stock divided by $2.50 (the "Exchange Price"), subject to customary anti-dilution adjustments, provided that the Exchange Price may not be lower than $2.00 (subject to adjustment in certain circumstances). The Series B-1 Preferred Stock has no expiration date. |
| 7. The Special Shares, Series 2 (the "Special Voting Shares") were issued to and deposited with Engaged Holdings as trustee (the "Trustee") for and on behalf of Engaged Capital Flagship Master, Engaged Capital Co-Invest IV-A and the Engaged Capital Account pursuant to a voting trust agreement, dated April 24, 2020 (the "Voting Trust Agreement"), among the Issuer, the Subsidiary, Engaged Capital Flagship Master, Engaged Capital Co-Invest IV-A, Engaged Capital and the Trustee. The number of Special Voting Shares represents the number of Common Shares exchangeable for the Series B-1 Preferred Stock, subject to certain adjustments and restrictions. The Special Voting Shares entitle the holder thereof to one vote per Special Voting Share on all matters submitted to a vote of the holders of Common Shares, voting together as a single class, subject to certain exceptions. |
| 8. The Special Voting Shares are not transferrable and the voting rights associated with the Special Voting Shares will terminate upon the transfer of the shares of Series B-1 Preferred Stock to a third party, other than an affiliate of the Reporting Persons. The Reporting Persons do not have a pecuniary interest in the Special Voting Shares. |
| Engaged Capital, LLC; By: /s/ Glenn W. Welling, Authorized Signatory | 04/30/2020 | |
| Engaged Capital Holdings, LLC; By: /s/ Glenn W. Welling, Authorized Signatory | 04/30/2020 | |
| /s/ Glenn W. Welling | 04/30/2020 | |
| Engaged Capital Flagship Master Fund, LP; By: Engaged Capital, LLC; By: /s/ Glenn W. Welling, Authorized Signatory | 04/30/2020 | |
| Engaged Capital Co-Invest IV, LP; By: Engaged Capital, LLC; By: /s/ Glenn W. Welling, Authorized Signatory | 04/30/2020 | |
| Engaged Capital Co-Invest IV-A, LP; By: Engaged Capital, LLC; By: /s/ Glenn W. Welling, Authorized Signatory | 04/30/2020 | |
| Engaged Capital Flagship Fund, LP; By: Engaged Capital, LLC; By: /s/ Glenn W. Welling, Authorized Signatory | 04/30/2020 | |
| Engaged Capital Flagship Fund, Ltd.; By: /s/ Glenn W. Welling, Director | 04/30/2020 | |
| ** 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 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. | ||