Oaktree Fund GP, LLC - May 17, 2021 Form 4 Insider Report for SunOpta Inc. (STKL)

Role
10%+ Owner
Signature
OAKTREE FUND GP, LLC By: Oaktree Fund GP I, L.P. Its: Managing Member By: /s/ Ting He, Authorized Signatory
Stock symbol
STKL
Transactions as of
May 17, 2021
Transactions value $
$0
Form type
4
Date filed
5/19/2021, 06:57 PM
Next filing
May 28, 2021

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction STKL Cash-Settled Total Return Swap Purchase $0 +1 $0.00 1 May 17, 2021 Common Shares 388K $12.50 See Footnotes F1, F2, F3, F4, F5, F6, F7, F8
transaction STKL Cash-Settled Total Return Swap Purchase $0 +1 $0.00 1 May 18, 2021 Common Shares 43.8K $12.67 See Footnotes F1, F2, F3, F4, F5, F6, F7, F8
transaction STKL Cash-Settled Total Return Swap Purchase $0 +1 $0.00 1 May 19, 2021 Common Shares 184K $12.36 See Footnotes F1, F2, F3, F4, F5, F6, F7, F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents the derivative security (but not the underlying security referenced thereby) owned directly by Oaktree Principal Fund VI (Delaware) Holdings, L.P. ("Fund VI"). Oaktree Fund GP, LLC ("Fund GP") is the sole general partner of Fund VI. This Form 4 is also being filed by: (i) Oaktree Fund GP I, L.P. ("GP I") in its capacity as managing member of Fund GP; (ii) Oaktree Capital I, L.P. ("Capital I") in its capacity as the general partner of GP I; (iii) OCM Holdings I, LLC ("Holdings I") in its capacity as the general partner of Capital I; (iv) Oaktree Holdings, LLC ("Holdings LLC") in its capacity as the managing member of Holdings I; (v) Oaktree Capital Group, LLC ("OCG") in its capacity as the managing member of Holdings LLC;
F2 (Continued from Footnote 1) (vi) Oaktree Capital Group Holdings GP, LLC ("OCGH GP") in its capacity as the duly appointed manager of OCG; (vii) Brookfield Asset Management, Inc. ("BAM") in its capacity as the indirect owner of the class A units of OCG; and (viii) BAM Partners Trust, in its capacity as the sole owner of Class B Limited Voting Shares of BAM (together with Fund GP, each a "Reporting Person" and, collectively, the "Reporting Persons").
F3 Each Reporting Person disclaims beneficial ownership of all equity securities reported herein except to the extent of its respective pecuniary interest therein, and the filing of this Form 4 shall not be construed as an admission that any such Reporting Person is the beneficial owner of any equity securities covered by this Form 4.
F4 Fund VI (the "Trading Fund") has entered into cash-settled total return swaps with respect to the number of common shares of SunOpta Inc. (the "Issuer") specified herein (the "Cash-Settled Swaps"). The Cash-Settled Swaps provide the Trading Fund with economic results that are comparable to the economic results of ownership of the Issuer's common shares listed in column 7 above (the "Subject Shares"). Upon termination of the the Cash-Settled Swaps, the Trading Fund will be obligated to pay to the counterparty any negative price performance of the terminated quantity of the Subject Shares, and the counterparty will be obligated to pay the Trading Fund any positive price performance of the specified quantity of the Subject Shares, in each case subject to customary adjustments and limitations.
F5 (Continued from Footnote 4) The Cash-Settled Swaps were initially executed at the prices listed in column 2 above. The Cash-Settled Swaps are exclusively cash-settled and do not provide the Trading Fund with the direct or indirect power to vote or direct the voting or dispose of or direct the disposition of the Subject Shares. Additionally, the Cash-Settled Swaps do not require the counterparty thereto to acquire, hold, vote or dispose of any securities of the Issuer, including without limitation, the Subject Shares. The counterparties to the Cash-Settled Swaps are unaffiliated third party financial institutions. The Cash-Settled Swaps may generally be terminated by the Trading Fund on any business day, subject to customary adjustments and limitations.
F6 Under the terms of the Cash-Settled Swaps, generally, the Trading Fund will be obligated to pay to the counterparty certain fees and commissions and the counterparty will be obligated to pay to the Trading Fund an amount in cash equal to any dividends on the Subject Shares, subject to customary adjustments and limitations.
F7 Reflects the initial price under the Cash-Settled Swaps.
F8 See Footnote 4 above discussing the Trading Fund's ability to terminate the Cash-Settled Swaps on any business day, subject to customary adjustments and limitations.