FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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
                      

1. Name and Address of Reporting Person *

ARDSLEY ADVISORY PARTNERS LP
2. Issuer Name and Ticker or Trading Symbol

SunOpta Inc. [ STKL ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    __X__ 10% Owner
_____ Officer (give title below)    __X__ Other (specify below)
See Footnotes(1)(2)(3)
(Last)          (First)          (Middle)

262 HARBOR DRIVE, 4TH FLOOR
3. Date of Earliest Transaction (MM/DD/YYYY)

10/24/2019
(Street)

STAMFORD, CT 06902
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock  10/24/2019    P(3)    7900  A $1.7467  11955155  I  See Footnotes (1)(2)(3)
Common Stock  10/24/2019    P(3)    2700  A $1.6996  11957855  I  See Footnotes (1)(2)(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
(1)  This Form 4 is being filed by Ardsley Advisory Partners LP (the "Advisor") on behalf of itself and Ardsley Advisory Partners GP LLC (the "Advisor General Partner"), Ardsley Partners I GP LLC (the "General Partner"), Ardsley Partners Renewable Energy Fund, L.P. (the "Renewable Energy Fund"), Ardsley Healthcare Fund, L.P. (the "Healthcare Fund"), Ardsley Duckdive Fund, L.P. (the "Duckdive Fund"), Ardsley Ridgecrest Partners Fund, LP (the "Ridgecrest Fund") and Philip J. Hempleman ("Hempleman" and, together with the Advisor, the Advisor General Partner, the General Partner, the Renewable Energy Fund, the Healthcare Fund, the Duckdive Fund, and the Ridgecrest Fund, the "Reporting Persons").
(2)  (Continued from Footnote 1) The Advisor General Partner serves as general partner to the Advisor. The General Partner serves as general partner to the Renewable Energy Fund, the Healthcare Fund, the Duckdive Fund, and the Ridgecrest Fund. Hempleman serves as managing member to the Advisor, the Advisor General Partner, and the General Partner.
(3)  The amounts set forth in Table I reflect the 10,600 shares of Common Stock purchased by the Duckdive Fund in the open market transaction requiring the filing of this statement. In accordance with Instruction 4(b)(iv) of Form 4, the entire amount of the Issuer's securities held by the Reporting Persons is reported herein. Each of the Advisor, the Advisor General Partner, the General Partner, and Hempleman disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of his/its indirect pecuniary interest therein, and this report shall not be deemed an admission that either the Advisor, the Advisor General Partner, the General Partner, or Hempleman are the beneficial owner of such securities for purposes of Section 16 or for any other purposes.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
ARDSLEY ADVISORY PARTNERS LP
262 HARBOR DRIVE, 4TH FLOOR
STAMFORD, CT 06902

X
See Footnotes(1)(2)(3)
Ardsley Advisory Partners GP LLC
262 HARBOR DRIVE, 4TH FLOOR
STAMFORD, CT 06902



See Footnotes(1)(2)(3)
Ardsley Partners I GP LLC
262 HARBOR DRIVE, 4TH FLOOR
STAMFORD, CT 06902



See Footnotes(1)(2)(3)
HEMPLEMAN PHILIP J
262 HARBOR DRIVE, 4TH FLOOR
STAMFORD, CT 06902



See Footnotes(1)(2)(3)
Ardsley Partners Renewable Energy Fund, L.P.
262 HARBOR DRIVE, 4TH FLOOR
STAMFORD, CT 06902



See Footnotes(1)(2)(3)
Ardsley Healthcare Fund, L.P.
262 HARBOR DRIVE, 4TH FLOOR
STAMFORD, CT 06902



See Footnotes(1)(2)(3)
Ardsley Duckdive Fund, L.P.
262 HARBOR DRIVE, 4TH FLOOR
STAMFORD, CT 06902



See Footnotes(1)(2)(3)
Ardsley Ridgecrest Partners Fund, L.P.
262 HARBOR DRIVE, 4TH FLOOR
STAMFORD, CT 06902



See Footnotes(1)(2)(3)

Signatures
/s/ Steve Napoli, Partner 10/28/2019
**Signature of Reporting Person Date


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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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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