Initial Statement of Beneficial Ownership (3)
April 11 2019 - 3:23PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Ennen Joseph
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2. Date of Event Requiring Statement (MM/DD/YYYY)
4/1/2019
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3. Issuer Name
and
Ticker or Trading Symbol
SunOpta Inc. [STKL]
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(Last)
(First)
(Middle)
7301 OHMS LANE, SUITE 600
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
__
X
__ Director
_____ 10% Owner
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X
___ Officer (give title below)
_____ Other (specify below)
CEO /
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(Street)
EDINA, MN 55439
(City)
(State)
(Zip)
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5. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4)
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2. Amount of Securities Beneficially Owned
(Instr. 4)
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3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
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4. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Common Shares
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4000
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4)
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2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
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6. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Performance Stock Units
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(1)
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(2)
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Common Shares
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892857
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(3)
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D
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Performance Stock Units
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(4)
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(2)
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Common Shares
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892857
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(3)
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D
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Restricted Stock Units
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(5)
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(6)
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Common Shares
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297619
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(7)
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D
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Stock Option (Right to Buy)
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4/1/2022
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4/1/2032
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Common Shares
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960061
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$3.36
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D
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Explanation of Responses:
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(1)
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The reporting person was granted 892,857 performance stock units (the "Special Performance Units") as of April 1, 2019. The vesting of the Special Performance Units is subject to (i) the reporting person's continued employment with the Company through December 31, 2022 (the "Performance Period"); and (ii) the satisfaction of certain fiscal year EBITDA performance conditions during the Performance Period. For the EBITDA performance conditions, 297,619 of the Special Performance Units will vest upon the Company achieving annual adjusted EBITDA of $80,000,000, another 297,619 will vest upon the Company achieving annual adjusted EBITDA of $110,000,000, and the final 297,619 will vest upon the Company achieving annual adjusted EBITDA of $140,000,000, and subject to continued employment through the end of the fiscal year the EBITDA performance condition is achieved.
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(2)
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The Performance Stock Units do not have an expiration date.
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(3)
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Performance Stock Units convert into common shares on a one-for-one basis.
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(4)
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The reporting person was granted 892,857 performance stock units (the "Special Performance Units") as of April 1, 2019. The vesting of the Special Performance Units is subject to (i) the reporting person's continued employment with the Company through December 31, 2022 (the "Performance Period"); and (ii) the satisfaction of certain stock price performance conditions during the Performance Period. For the stock price performance conditions, 297,619 of the Special Performance Units will vest upon achieving a volume weighted average trading stock price of $5.00 per share, another 297,619 will vest upon achieving a stock price of $9.00 per share, and the final 297,619 will vest upon achieving a stock price of $14.00 per share, in each case for 20 consecutive trading days and subject to continued employment through the date the stock price performance condition is achieved.
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(5)
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The Restricted Stock Units vest in three equal annual installments beginning on April 1, 2020.
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(6)
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The Restricted Stock Units do not have an expiration date.
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(7)
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Restricted Stock Units convert into common shares on a one-for-one basis.
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Remarks:
Exhibit List
Exhibit 24: Power of Attorney
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Ennen Joseph
7301 OHMS LANE
SUITE 600
EDINA, MN 55439
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X
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CEO
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Signatures
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/s/ Jill Barnett, attorney-in-fact
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4/11/2019
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 5(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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