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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
SunOpta Inc. [ STKL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/10/2023 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | ||||||
Common Shares | 07/10/2023 | M | 1,659 | A | (1) | 58,396 | D | |||
Common Shares | 07/10/2023 | F | 817 | D(2) | $6.35 | 57,579 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Restricted Stock Units | (1) | 07/10/2023 | M | 1,659 | (3) | (4) | Common Shares | 1,659 | $0.00 | 0 | D | ||||
Performance Stock Units | (5) | 07/10/2023 | A | 31,022 | (6) | (7) | Common Shares | 31,022 | $0.00 | 31,022 | D | ||||
Stock Option (Right to Buy) | $6.35 | 07/10/2023 | A | 13,503 | (8) | (9) | Common Shares | 13,503 | $0.00 | 13,503 | D | ||||
Restricted Stock Units | (1) | 07/10/2023 | A | 7,756 | (10) | (4) | Common Shares | 7,756 | $0.00 | 7,756 | D |
Explanation of Responses: |
1. Each Restricted Stock Unit represents a contingent right to receive one share of STKL common stock. |
2. This line item reflects the deemed disposition of shares withheld by the Company to satisfy income tax withholding requirements in connection with the vesting of the RSUs. |
3. The Restricted Stock Units vest in three equal annual installments beginning on July 10, 2021, subject to the continued employment of the reporting person through each such vesting date. |
4. The Restricted Stock Units do not have an expiration date. |
5. Each Performance Stock Unit represents a contingent right to receive one share of STKL common stock. |
6. The Performance Stock Units (PSUs) will vest or lapse on April 15, 2026 (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. |
7. The Performance Stock Units do not have an expiration date. |
8. The Stock Options vest in three equal annual installments beginning on July 10, 2024, subject to the continued employment of the reporting person through each such vesting date. |
9. The options expire 10 years from the award date, subject to continued employment through each such vesting date. |
10. The Restricted Stock Units vest in three equal annual installments beginning on July 10, 2024, subject to the continued employment of the reporting person through each such vesting date. |
Remarks: |
/s/ Jill Barnett, attorney-in-fact | 07/12/2023 | |
** 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). | ||
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. |