Initial Statement of Beneficial Ownership (3)
September 09 2019 - 4:46PM
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
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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
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Huckins Scott E. |
2. Date of Event Requiring Statement (MM/DD/YYYY)
9/3/2019
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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 |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director _____ 10% Owner ___X___ Officer (give title below) _____ Other (specify below) CFO / |
(Street)
EDINA, MN 55439
(City)
(State)
(Zip)
| 5. If Amendment, Date Original Filed(MM/DD/YYYY)
| 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) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Shares | 0 | D | |
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) | 2. Date Exercisable and Expiration Date (MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) |
Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Restricted Stock Units | (1) | (2) | Common Shares | 173319 | (3) | D | |
Stock Option (Right to Buy) | (4) | 9/3/2029 | Common Shares | 262182 | $2.38 | D | |
Performance Stock Units | (5) | (6) | Common Shares | 173319 | (7) | D | |
Performance Stock Units | (8) | (6) | Common Shares | 173319 | (7) | D | |
Explanation of Responses: |
(1) | The Restricted Stock Units vest in three equal annual installments beginning on September 3, 2020, subject to the continued employment of the reporting person through each such vesting date. |
(2) | The Restricted Stock Units do not have an expiration date. |
(3) | Each Restricted Stock Unit represents a contingent right to receive one share of STKL common stock. |
(4) | The Company granted the reporting person 262,182 time-based stock options (the "Special Stock Options") as of September 3, 2019. The vesting of the Special Stock Options is subject to the reporting person's continued employment with the Company through September 3, 2022. |
(5) | The reporting person was granted 173,319 performance stock units (the "Special Performance Units") as of September 3, 2019. The vesting of the Special Performance Units is subject to (i) the satisfaction of certain fiscal year EBITDA and (ii) the reporting person's continued employment with the Company through the applicable vesting date. For the EBITDA performance conditions, 57,773 of the Special Performance Units will vest upon the Company achieving annual adjusted EBITDA of $80,000,000, another 57,773 will vest upon the Company achieving annual adjusted EBITDA of $110,000,000, and the final 57,773 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. |
(6) | The Performance Stock Units do not have an expiration date. |
(7) | Each Performance Stock Unit represents a contingent right to receive one share of STKL common stock. |
(8) | The reporting person was granted 173,319 performance stock units (the "Special Performance Units") as of September 3, 2019. The vesting of the Special Performance Units is subject to (i) the satisfaction of certain stock price performance conditions and (ii) the reporting person's continued employment with the Company through the applicable vesting date. For the stock price performance conditions, 57,773 of the Special Performance Units will vest upon achieving a volume weighted average trading stock price of $5.00 per share, another 57,773 will vest upon achieving a stock price of $9.00 per share, and the final 57,773 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. |
Remarks: Exhibit List Exhibit 24: Power of Attorney |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Huckins Scott E. 7301 OHMS LANE SUITE 600 EDINA, MN 55439 |
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| CFO |
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Signatures
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/s/ Jill Barnett, attorney-in-fact | | 9/9/2019 |
**Signature of Reporting Person | Date |
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