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 * Duchscher Robert 2. Issuer Name and Ticker or Trading Symbol SunOpta Inc. [ STKL ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Chief Information Officer
(Last)         (First)         (Middle)
7301 OHMS LANE, SUITE 600
3. Date of Earliest Transaction (MM/DD/YYYY)
5/17/2021
(Street)
EDINA, MN 55439
(City)       (State)       (Zip)
4. 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

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 Shares  5/17/2021    S(1)    7863  D $12.495 (2) 133911  D   
Common Shares  5/18/2021    S(1)    7197  D $12.6549 (3) 126714  D   
Common Shares  5/19/2021    S(1)    7195  D $12.3591 (4) 119519  D   

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)  Represents the number of shares sold by the reporting person solely to cover the tax withholding obligations in connection with the settlement of the PSUs that vested on April 22, 2021, as previously reported.
(2)  The transaction was executed in multiple trades at prices ranging from $12.35 to $12.62. The price reported reflects the average sale price. The reporting person undertakes to provide the SEC staff, the issuer or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price.
(3)  The transaction was executed in multiple trades at prices ranging from $12.52 to $12.79. The price reported reflects the average sale price. The reporting person undertakes to provide the SEC staff, the issuer or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price.
(4)  The transaction was executed in multiple trades at prices ranging from $12.11 to $12.67. The price reported reflects the average sale price. The reporting person undertakes to provide the SEC staff, the issuer or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Duchscher Robert
7301 OHMS LANE
SUITE 600
EDINA, MN 55439


Chief Information Officer

Signatures
/s/ Jill Barnett, attorney-in-fact 5/20/2021
**Signature of Reporting Person Date
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