Lauren McNamara - Feb 26, 2024 Form 3 Insider Report for SunOpta Inc. (STKL)

Role: SVP, Business Management
Signature: Jill Barnett, attorney-in-fact
Stock symbol: STKL
Transactions as of: Feb 26, 2024
Transactions value $: $0
Form type: 3
Date filed: 3/5/2024, 07:32 AM
Next filing: Apr 3, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	STKL	Common Shares						82.4K	Feb 26, 2024	Direct

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
holding	STKL	Performance Stock Units							Feb 26, 2024	Common Shares	3.83K	$0.00	Direct	F1, F2
holding	STKL	Performance Stock Units							Feb 26, 2024	Common Shares	10.2K	$0.00	Direct	F2, F3
holding	STKL	Performance Stock Units							Feb 26, 2024	Common Shares	14.3K	$0.00	Direct	F2, F4
holding	STKL	Performance Stock Units							Feb 26, 2024	Common Shares	13.9K	$0.00	Direct	F2, F5
holding	STKL	Restricted Stock Units							Feb 26, 2024	Common Shares	638	$0.00	Direct	F6, F7
holding	STKL	Restricted Stock Units							Feb 26, 2024	Common Shares	3.41K	$0.00	Direct	F7, F8
holding	STKL	Restricted Stock Units							Feb 26, 2024	Common Shares	6.96K	$0.00	Direct	F7, F9
holding	STKL	Stock Option (Right to Buy)							Feb 26, 2024	Common Shares	10.6K	$4.73	Direct
holding	STKL	Stock Option (Right to Buy)							Feb 26, 2024	Common Shares	3.34K	$14.77	Direct	F10
holding	STKL	Stock Option (Right to Buy)							Feb 26, 2024	Common Shares	8.22K	$5.91	Direct	F11
holding	STKL	Stock Option (Right to Buy)							Feb 26, 2024	Common Shares	12.1K	$6.35	Direct	F12

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The Performance Stock Units (PSUs) will vest or lapse on April 15, 2024 (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, none of the PSUs will vest and the award will lapse. If the 25th percentile hurdle is met, 25% of the PSUs will vest. If the 50th percentile hurdle is met, 100% of the PSUs will vest. If the 75th 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 target number of PSUs eligible for vesting subject to the reporting person's continued employment with the Company through the Vesting Date.
F2	The Performance Stock Units do not have an expiration date.
F3	The Performance Stock Units (PSUs) will vest or lapse on May 5, 2025 (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.
F4	The Performance Stock Units ("PSUs") vest on April 1, 2024 based upon the Company's gross Adjusted EBITDA (the "Performance Measure") for its 2023 fiscal year. If the Performance Measure is less than $85 million, none of the PSUs will vest and the PSUs will expire. If the Performance Measure is at or greater than $85 million, a percentage of the PSUs, ranging from 50% to 100%, will vest in accordance with the vesting table and the remaining PSUs will expire. The vested amount increases by one percentage point for each level of Adjusted EBITDA achieved, as specified in the vesting table. If the Performance Measure is greater than or equal to $100 million, all of the PSUs will vest. Vesting is also subject to individual performance and continued employment of the reporting person through the vesting date.
F5	The Performance Stock Units (PSUs) will vest or lapse on July 10, 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.
F6	The Restricted Stock Units vest in three equal annual installments beginning on April 15, 2022, subject to the continued employment of the reporting person through each such vesting date.
F7	The Restricted Stock Units do not have an expiration date.
F8	The Restricted Stock Units vest in three equal annual installments beginning on May 5, 2023, subject to the continued employment of the reporting person through each such vesting date.
F9	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.
F10	The Stock Options vest in three equal annual installments beginning on April 15, 2022, subject to the continued employment of the reporting person through each such vesting date. These options qualify as incentive stock options.
F11	The Stock Options vest in three equal annual installments beginning on May 5, 2023, subject to the continued employment of the reporting person through each such vesting date. These options qualify as incentive stock options.
F12	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. These options qualify as incentive stock options.