Engaged Capital LLC - Jun 14, 2022 Form 4 Insider Report for SunOpta Inc. (STKL)

Role
10%+ Owner
Signature
Engaged Capital, LLC; By: /s/ Glenn W. Welling, Authorized Signatory
Stock symbol
STKL
Transactions as of
Jun 14, 2022
Transactions value $
-$7,395,007
Form type
4
Date filed
6/16/2022, 07:33 PM
Previous filing
Feb 9, 2022
Next filing
Aug 18, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction STKL Common Shares Sale -$4.23M -603K -57.95% $7.01 437K Jun 14, 2022 By: Engaged Capital Special Situation Fund, LP F1, F2
transaction STKL Common Shares Sale -$3.17M -437K -100% $7.24 0 Jun 15, 2022 By: Engaged Capital Special Situation Fund, LP F1, F2
holding STKL Common Shares 5.21M Jun 14, 2022 By: Engaged Capital Flagship Master Fund, LP F1, F3
holding STKL Common Shares 880K Jun 14, 2022 By: Managed Account of Engaged Capital, LLC F1, F4

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 Sale -58.6K -100% 0 Jun 16, 2022 Common Shares 0 $6.55 By: Engaged Capital Special Situation Fund, LP F1, F2, F5, F6
transaction STKL Cash-Settled Total Return Swap Sale -125K -100% 0 Jun 16, 2022 Common Shares 0 $6.59 By: Engaged Capital Special Situation Fund, LP F1, F2, F5, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
F2 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.
F3 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.
F4 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.
F5 Represents the reference price associated with the applicable Swap (as defined below).
F6 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.