Engaged Capital LLC - 16 Aug 2022 Form 4 Insider Report for SunOpta Inc. (STKL)

Source evidence Original filing metadata and source links for verification. 4 source fields
SEC form
4
Accepted by SEC
18 Aug 2022, 19:24:20 UTC
Prior SEC filing
16 Jun 2022
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
Engaged Capital, LLC; By: /s/ Glenn W. Welling, Authorized Signatory

Key filing fact

Engaged Capital LLC filed Form 4 for SunOpta Inc. (STKL) on 18 Aug 2022.

Key facts

  • This page summarizes Engaged Capital LLC's Form 4 filing for SunOpta Inc. (STKL).
  • 4 reported transactions and 0 derivative rows are listed below.
  • Accepted by SEC: 18 Aug 2022, 19:24.

Change

  • Previous filing in this sequence was filed on 16 Jun 2022.
  • Current net transaction value: -$10,596,162.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

STKL transaction

Common Shares

Sale

Transaction value
$741,783
Shares
-67,249
Change %
-1.3%
Price
$11.03
Shares after
5,144,877
Date
16 Aug 2022
Ownership
By: Engaged Capital Flagship Master Fund, LP
Footnotes
F1, F2, F3
STKL transaction

Common Shares

Sale

Transaction value
$4,256,762
Shares
-397,531
Change %
-7.7%
Price
$10.71
Shares after
4,747,346
Date
17 Aug 2022
Ownership
By: Engaged Capital Flagship Master Fund, LP
Footnotes
F1, F3
STKL transaction

Common Shares

Sale

Transaction value
$5,274,781
Shares
-478,204
Change %
-54%
Price
$11.03
Shares after
401,589
Date
16 Aug 2022
Ownership
By: Managed Account of Engaged Capital, LLC
Footnotes
F1, F4
STKL transaction

Common Shares

Sale

Transaction value
$322,835
Shares
-30,149
Change %
-7.5%
Price
$10.71
Shares after
371,440
Date
17 Aug 2022
Ownership
By: Managed Account of Engaged Capital, LLC
Footnotes
F1, F4
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Engaged Capital LLC is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 4 footnotes

Footnote 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 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 no longer 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.

Footnote F2

The sale of 67,249 Common Shares at a price of $11.0304 reported herein is matchable under Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with the purchase of 22,561 Common Shares at a price of $5.21 by Engaged Capital Flagship Master on March 2, 2022. The Reporting Persons have made arrangements with the Issuer to voluntarily disgorge $131,314.04 to the Issuer, the full amount of statutory "profit" calculated pursuant to Section 16(b) of the Exchange Act.

Footnote 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.

Footnote 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.

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