0000921895-20-001240.txt : 20200430
0000921895-20-001240.hdr.sgml : 20200430
20200430162123
ACCESSION NUMBER: 0000921895-20-001240
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20200424
FILED AS OF DATE: 20200430
DATE AS OF CHANGE: 20200430
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Engaged Capital LLC
CENTRAL INDEX KEY: 0001559771
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34198
FILM NUMBER: 20835958
BUSINESS ADDRESS:
STREET 1: 610 NEWPORT CENTER DRIVE
STREET 2: SUITE 250
CITY: NEWPORT BEACH
STATE: CA
ZIP: 92660
BUSINESS PHONE: 949-734-7900
MAIL ADDRESS:
STREET 1: 610 NEWPORT CENTER DRIVE
STREET 2: SUITE 250
CITY: NEWPORT BEACH
STATE: CA
ZIP: 92660
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Engaged Capital Holdings, LLC
CENTRAL INDEX KEY: 0001580769
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34198
FILM NUMBER: 20835959
BUSINESS ADDRESS:
STREET 1: 610 NEWPORT CENTER DRIVE
STREET 2: SUITE 250
CITY: NEWPORT BEACH
STATE: CA
ZIP: 92660
BUSINESS PHONE: (949) 734-7900
MAIL ADDRESS:
STREET 1: 610 NEWPORT CENTER DRIVE
STREET 2: SUITE 250
CITY: NEWPORT BEACH
STATE: CA
ZIP: 92660
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Welling Glenn W.
CENTRAL INDEX KEY: 0001580771
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34198
FILM NUMBER: 20835960
MAIL ADDRESS:
STREET 1: 610 NEWPORT CENTER DRIVE
STREET 2: SUITE 250
CITY: NEWPORT BEACH
STATE: CA
ZIP: 92660
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Engaged Capital Flagship Master Fund, LP
CENTRAL INDEX KEY: 0001580761
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34198
FILM NUMBER: 20835961
BUSINESS ADDRESS:
STREET 1: CRICKET SQUARE, HUTCHINS DRIVE
STREET 2: P.O. BOX 2681
CITY: GRAND CAYMAN
STATE: E9
ZIP: KY1-1111
BUSINESS PHONE: (949) 734-7900
MAIL ADDRESS:
STREET 1: CRICKET SQUARE, HUTCHINS DRIVE
STREET 2: P.O. BOX 2681
CITY: GRAND CAYMAN
STATE: E9
ZIP: KY1-1111
FORMER NAME:
FORMER CONFORMED NAME: Engaged Capital Master Feeder II, LP
DATE OF NAME CHANGE: 20130703
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Engaged Capital Co-Invest IV, LP
CENTRAL INDEX KEY: 0001680308
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1216
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34198
FILM NUMBER: 20835962
BUSINESS ADDRESS:
STREET 1: 610 NEWPORT CENTER DRIVE, SUITE 250
CITY: NEWPORT BEACH
STATE: CA
ZIP: 92660
BUSINESS PHONE: (949)734-7900
MAIL ADDRESS:
STREET 1: 610 NEWPORT CENTER DRIVE, SUITE 250
CITY: NEWPORT BEACH
STATE: CA
ZIP: 92660
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Engaged Capital Co-Invest IV-A, LP
CENTRAL INDEX KEY: 0001810615
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34198
FILM NUMBER: 20835963
BUSINESS ADDRESS:
STREET 1: 610 NEWPORT CENTER DRIVE, SUITE 250
CITY: NEWPORT BEACH
STATE: CA
ZIP: 92660
BUSINESS PHONE: 9497347815
MAIL ADDRESS:
STREET 1: 610 NEWPORT CENTER DRIVE, SUITE 250
CITY: NEWPORT BEACH
STATE: CA
ZIP: 92660
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Engaged Capital Flagship Fund, L.P.
CENTRAL INDEX KEY: 0001559850
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34198
FILM NUMBER: 20835964
BUSINESS ADDRESS:
STREET 1: 610 NEWPORT CENTER DRIVE
STREET 2: SUITE 250
CITY: NEWPORT BEACH
STATE: CA
ZIP: 90272
BUSINESS PHONE: 949-734-7900
MAIL ADDRESS:
STREET 1: 610 NEWPORT CENTER DRIVE
STREET 2: SUITE 250
CITY: NEWPORT BEACH
STATE: CA
ZIP: 90272
FORMER NAME:
FORMER CONFORMED NAME: Engaged Capital Fund, LP
DATE OF NAME CHANGE: 20160805
FORMER NAME:
FORMER CONFORMED NAME: Engaged Capital Flagship Fund, LP
DATE OF NAME CHANGE: 20160707
FORMER NAME:
FORMER CONFORMED NAME: ENGAGED CAPITAL II LP
DATE OF NAME CHANGE: 20121009
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Engaged Capital Flagship Fund, Ltd.
CENTRAL INDEX KEY: 0001619827
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34198
FILM NUMBER: 20835965
BUSINESS ADDRESS:
STREET 1: 610 NEWPORT CENTER DRIVE
STREET 2: SUITE 250
CITY: NEWPORT BEACH
STATE: CA
ZIP: 92660
BUSINESS PHONE: 949-734-7900
MAIL ADDRESS:
STREET 1: 610 NEWPORT CENTER DRIVE
STREET 2: SUITE 250
CITY: NEWPORT BEACH
STATE: CA
ZIP: 92660
FORMER NAME:
FORMER CONFORMED NAME: Engaged Capital Fund, Ltd.
DATE OF NAME CHANGE: 20160805
FORMER NAME:
FORMER CONFORMED NAME: Engaged Capital Flagship Fund, Ltd.
DATE OF NAME CHANGE: 20160707
FORMER NAME:
FORMER CONFORMED NAME: Engaged Capital II Offshore, Ltd.
DATE OF NAME CHANGE: 20140918
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: SunOpta Inc.
CENTRAL INDEX KEY: 0000351834
STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-FARM PRODUCT RAW MATERIALS [5150]
IRS NUMBER: 000000000
STATE OF INCORPORATION: Z4
FISCAL YEAR END: 0102
BUSINESS ADDRESS:
STREET 1: 2233 ARGENTIA ROAD
STREET 2: SUITE 401
CITY: MISSISSAUGA
STATE: A6
ZIP: L5N 2X7
BUSINESS PHONE: (905) 455-1990
MAIL ADDRESS:
STREET 1: 2233 ARGENTIA ROAD
STREET 2: SUITE 401
CITY: MISSISSAUGA
STATE: A6
ZIP: L5N 2X7
FORMER COMPANY:
FORMER CONFORMED NAME: SUNOPTA INC
DATE OF NAME CHANGE: 20031107
FORMER COMPANY:
FORMER CONFORMED NAME: STAKE TECHNOLOGY LTD
DATE OF NAME CHANGE: 19940901
3
1
form309455021_04302020.xml
OWNERSHIP DOCUMENT
X0206
3
2020-04-24
0
0000351834
SunOpta Inc.
STKL
0001559771
Engaged Capital LLC
610 NEWPORT CENTER DRIVE
SUITE 250
NEWPORT BEACH
CA
92660
0
0
1
0
0001580769
Engaged Capital Holdings, LLC
610 NEWPORT CENTER DRIVE
SUITE 250
NEWPORT BEACH
CA
92660
0
0
1
0
0001580771
Welling Glenn W.
610 NEWPORT CENTER DRIVE
SUITE 250
NEWPORT BEACH
CA
92660
0
0
1
0
0001580761
Engaged Capital Flagship Master Fund, LP
CRICKET SQUARE, HUTCHINS DRIVE
P.O. BOX 2681
GRAND CAYMAN
E9
KY1-1111
CAYMAN ISLANDS
0
0
1
0
0001680308
Engaged Capital Co-Invest IV, LP
610 NEWPORT CENTER DRIVE
SUITE 250
NEWPORT BEACH
CA
92660
0
0
1
1
See Footnote 1
0001810615
Engaged Capital Co-Invest IV-A, LP
610 NEWPORT CENTER DRIVE, SUITE 250
NEWPORT BEACH
CA
92660
0
0
1
1
See Footnote 1
0001559850
Engaged Capital Flagship Fund, L.P.
610 NEWPORT CENTER DRIVE
SUITE 250
NEWPORT BEACH
CA
92660
0
0
1
0
0001619827
Engaged Capital Flagship Fund, Ltd.
610 NEWPORT CENTER DRIVE
SUITE 250
NEWPORT BEACH
CA
92660
0
0
1
0
Common Shares
5137331
I
By: Engaged Capital Flagship Master Fund, LP
Common Shares
3166639
I
By: Engaged Capital Co-Invest IV, LP
Common Shares
427937
I
By: Managed Account of Engaged Capital, LLC
Special Shares, Series 2
6000000
I
By:
Series B-1 Preferred Stock
Common Shares
5240000
I
By: Engaged Capital Flagship Master Fund, LP
Series B-1 Preferred Stock
Common Shares
300000
I
By: Engaged Capital Co-Invest IV-A, LP
Series B-1 Preferred Stock
Common Shares
460000
I
By: Managed Account of Engaged Capital, LLC
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.
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.
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.
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.
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.
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.
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.
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
2020-04-30
Engaged Capital Holdings, LLC; By: /s/ Glenn W. Welling, Authorized Signatory
2020-04-30
/s/ Glenn W. Welling
2020-04-30
Engaged Capital Flagship Master Fund, LP; By: Engaged Capital, LLC; By: /s/ Glenn W. Welling, Authorized Signatory
2020-04-30
Engaged Capital Co-Invest IV, LP; By: Engaged Capital, LLC; By: /s/ Glenn W. Welling, Authorized Signatory
2020-04-30
Engaged Capital Co-Invest IV-A, LP; By: Engaged Capital, LLC; By: /s/ Glenn W. Welling, Authorized Signatory
2020-04-30
Engaged Capital Flagship Fund, LP; By: Engaged Capital, LLC; By: /s/ Glenn W. Welling, Authorized Signatory
2020-04-30
Engaged Capital Flagship Fund, Ltd.; By: /s/ Glenn W. Welling, Director
2020-04-30