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

Role
Other*
Signature
Engaged Capital, LLC; By: /s/ Glenn W. Welling, Authorized Signatory
Stock symbol
STKL
Transactions as of
Aug 16, 2022
Transactions value $
-$10,596,162
Form type
4
Date filed
8/18/2022, 07:24 PM
Previous filing
Jun 16, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction STKL Common Shares Sale -$742K -67.2K -1.29% $11.03 5.14M Aug 16, 2022 By: Engaged Capital Flagship Master Fund, LP F1, F2, F3
transaction STKL Common Shares Sale -$4.26M -398K -7.73% $10.71 4.75M Aug 17, 2022 By: Engaged Capital Flagship Master Fund, LP F1, F3
transaction STKL Common Shares Sale -$5.27M -478K -54.35% $11.03 402K Aug 16, 2022 By: Managed Account of Engaged Capital, LLC F1, F4
transaction STKL Common Shares Sale -$323K -30.1K -7.51% $10.71 371K Aug 17, 2022 By: Managed Account of Engaged Capital, LLC F1, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Engaged Capital LLC is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

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 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.
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.
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.