Engaged Capital LLC - Oct 6, 2020 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
Oct 6, 2020
Transactions value $
$0
Form type
4
Date filed
3/4/2022, 07:03 PM
Next filing
Nov 17, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction STKL Common Shares Other +4.83K +1.13% 433K Oct 6, 2020 By: Managed Account of Engaged Capital, LLC F1, F2, F8
transaction STKL Common Shares Purchase $118K +22.6K +0.43% $5.21 5.21M Mar 2, 2022 By: Engaged Capital Flagship Master Fund, LP F1, F3, F4
transaction STKL Common Shares Sale -$118K -22.6K -0.71% $5.21 3.14M Mar 2, 2022 By: Engaged Capital Co-Invest IV, LP F1, F3, F5
transaction STKL Common Shares Other -3.14M -100% 0 Mar 2, 2022 By: Engaged Capital Co-Invest IV, LP F1, F5, F6
transaction STKL Common Shares Other +447K +103.29% 880K Mar 2, 2022 By: Managed Account of Engaged Capital, LLC F1, F7, F8
holding STKL Common Shares 1.04M Oct 6, 2020 By: Engaged Capital Special Situation Fund, LP F1, F9
* 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, LP ("Engaged Capital Co-Invest IV"), 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 Pursuant to the terms of Brendan Springstubb's employment arrangements with Engaged Capital, the compensation Mr. Springstubb received as a director of the Issuer was held for the benefit of Engaged Capital and its affiliates. As reported herein, pursuant to Mr. Springstubb's employment arrangements, the Engaged Capital Account (as defined below) received 4,831 Common Shares subsequent to Mr. Springstubb's departure from the Issuer's Board of Directors.
F3 On March 2, 2022, Engaged Capital Co-Invest IV sold 22,561 Shares at $5.21 per share to Engaged Capital Flagship Master in a private transaction.
F4 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.
F5 Securities owned directly by Engaged Capital Co-Invest IV. As the general partner and investment adviser of Engaged Capital Co-Invest IV, Engaged Capital may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest IV. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest IV. 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 Co-Invest IV.
F6 On March 2, 2022, Engaged Capital Co-Invest IV engaged in a pro rata distribution of 3,144,078 shares to its partners for no consideration (the "Engaged Capital Co-Invest IV Distribution"). Represents the distribution of 3,144,078 shares of common stock of the Issuer held by Engaged Capital Co-Invest IV pursuant to the Engaged Capital Co-Invest IV Distribution.
F7 The Engaged Capital Account received 447,025 shares of common stock in the Engaged Capital Co-Invest IV Distribution.
F8 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.
F9 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.