0000921895-22-002018.txt : 20220616
0000921895-22-002018.hdr.sgml : 20220616
20220616193358
ACCESSION NUMBER: 0000921895-22-002018
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20220614
FILED AS OF DATE: 20220616
DATE AS OF CHANGE: 20220616
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Engaged Capital Holdings, LLC
CENTRAL INDEX KEY: 0001580769
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34198
FILM NUMBER: 221021968
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 LLC
CENTRAL INDEX KEY: 0001559771
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34198
FILM NUMBER: 221021969
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 Flagship Fund, L.P.
CENTRAL INDEX KEY: 0001559850
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34198
FILM NUMBER: 221021971
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 Master Fund, LP
CENTRAL INDEX KEY: 0001580761
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34198
FILM NUMBER: 221021974
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 Special Situation Fund, LP
CENTRAL INDEX KEY: 0001813061
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34198
FILM NUMBER: 221021972
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: Welling Glenn W.
CENTRAL INDEX KEY: 0001580771
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34198
FILM NUMBER: 221021967
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 Fund, Ltd.
CENTRAL INDEX KEY: 0001619827
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34198
FILM NUMBER: 221021970
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
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: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34198
FILM NUMBER: 221021973
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
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: 1231
BUSINESS ADDRESS:
STREET 1: 7078 SHADY OAK ROAD
CITY: EDEN PRAIRIE
STATE: MN
ZIP: 55344
BUSINESS PHONE: 952-820-2518
MAIL ADDRESS:
STREET 1: 7078 SHADY OAK ROAD
CITY: EDEN PRAIRIE
STATE: MN
ZIP: 55344
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
4
1
form409455021_06162022.xml
OWNERSHIP DOCUMENT
X0306
4
2022-06-14
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.
C/O ENGAGED CAPITAL, LLC
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
0
1
See Footnote 1
0001810615
Engaged Capital Co-Invest IV-A, LP
610 NEWPORT CENTER DRIVE, SUITE 250
NEWPORT BEACH
CA
92660
0
0
0
1
See Footnote 1
0001813061
Engaged Capital Special Situation Fund, LP
610 NEWPORT CENTER DRIVE, SUITE 250
NEWPORT BEACH
CA
92660
0
0
0
1
See Footnote 1
0001559850
Engaged Capital Flagship Fund, L.P.
610 NEWPORT CENTER DRIVE
SUITE 250
NEWPORT BEACH
CA
92660
0
0
0
1
See Footnote 1
0001619827
Engaged Capital Flagship Fund, Ltd.
610 NEWPORT CENTER DRIVE
SUITE 250
NEWPORT BEACH
CA
92660
0
0
0
1
See Footnote 1
Common Shares
2022-06-14
4
S
0
602837
7.0134
D
437489
I
By: Engaged Capital Special Situation Fund, LP
Common Shares
2022-06-15
4
S
0
437489
7.2392
D
0
I
By: Engaged Capital Special Situation Fund, LP
Common Shares
5212126
I
By: Engaged Capital Flagship Master Fund, LP
Common Shares
879793
I
By: Managed Account of Engaged Capital, LLC
Cash-Settled Total Return Swap
6.5543
2022-06-16
4
S
1
58644
D
2023-08-24
Common Shares
0
0
I
By: Engaged Capital Special Situation Fund, LP
Cash-Settled Total Return Swap
6.5947
2022-06-16
4
S
1
125379
D
2023-08-24
Common Shares
0
0
I
By: Engaged Capital Special Situation Fund, LP
This Form 4 is filed jointly by Engaged Capital Flagship Master Fund, LP ("Engaged Capital Flagship Master"), Engaged Capital Co-Invest IV-A, LP ("Engaged Capital Co-Invest IV-A"), Engaged Capital Special Situation Fund, LP ("Engaged Capital Special Situation"), 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 Special Situation. As the general partner and investment adviser of Engaged Capital Special Situation, Engaged Capital may be deemed to beneficially own the securities owned directly by Engaged Capital Special Situation. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the securities owned directly by Engaged Capital Special Situation. 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 Special Situation.
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, by virtue of his position as the founder and Chief Investment Officer of Engaged Capital, and as the sole member of Engaged Holdings, may be deemed to beneficially own the securities owned directly by Engaged Capital Flagship Master.
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, by virtue of his position as the founder and Chief Investment Officer of Engaged Capital, and as the sole member of Engaged Holdings, may be deemed to beneficially own the securities held in the Engaged Capital Account.
Represents the reference price associated with the applicable Swap (as defined below).
Engaged Capital Special Situation previously entered into cash-settled total return swap agreements (the "Swaps") with an unaffiliated third party financial institution as the counterparty. Engaged Capital Special Situation no longer has any economic exposure to such Swaps. Previously, the Swaps provided Engaged Capital Special Situation with economic results that are comparable to the economic results of ownership, but did not provide Engaged Capital Special Situation with the power to vote or direct the voting or dispose of or direct the disposition of the common shares that were the subject of the Swap (the "Subject Shares"). The Reporting Persons expressly disclaims beneficial ownership of the Subject Shares except to the extent of their pecuniary interest therein.
Engaged Capital, LLC; By: /s/ Glenn W. Welling, Authorized Signatory
2022-06-16
Engaged Capital Holdings, LLC; By: /s/ Glenn W. Welling, Authorized Signatory
2022-06-16
/s/ Glenn W. Welling
2022-06-16
Engaged Capital Flagship Master Fund, LP; By: Engaged Capital, LLC; By: /s/ Glenn W. Welling, Authorized Signatory
2022-06-16
Engaged Capital Co-Invest IV-A, LP; By: Engaged Capital, LLC; By: /s/ Glenn W. Welling, Authorized Signatory
2022-06-16
Engaged Capital Special Situation Fund, LP; By: Engaged Capital, LLC; By: /s/ Glenn W. Welling, Authorized Signatory
2022-06-16
Engaged Capital Flagship Fund, LP; By: Engaged Capital, LLC; By: /s/ Glenn W. Welling, Authorized Signatory
2022-06-16
Engaged Capital Flagship Fund, Ltd.; By: /s/ Glenn W. Welling, Director
2022-06-16