SVP, R&D and FSQ Clark Bryan P converted options into 18,397 shares and covered exercise/tax liability with 8,391 shares, increasing direct ownership by 26% to 48,163 units (SEC Form 4)
$STKL
Farming/Seeds/Milling
Industrials
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
SunOpta Inc. [ STKL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/05/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction 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 | 05/05/2025 | M | 15,454 | A | (1) | 53,611 | D | |||
| Common Shares | 05/05/2025 | F | 7,048(2) | D | $4.55 | 46,563 | D | |||
| Common Shares | 05/05/2025 | M | 2,943 | A | (3) | 49,506 | D | |||
| Common Shares | 05/05/2025 | F | 1,343(4) | D | $4.55 | 48,163 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) | 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: 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 | ||||||||
| Performance Stock Units | (1) | 05/05/2025 | M | 15,454 | 05/05/2025(5) | 05/05/2025(7) | Common Shares | 15,454 | $0 | 0 | D | ||||
| Restricted Stock Units | (3) | 05/05/2025 | M | 2,943 | 05/05/2025(6) | 05/05/2025(8) | Common Shares | 2,943 | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. Each Performance Stock Unit represents a contingent right to receive one share of STKL common stock. |
| 2. This line item reflects the deemed disposition of shares withheld by the Company to satisfy income tax withholding requirements in connection with the vesting of the PSUs. |
| 3. Each Restricted Stock Unit represents a contingent right to receive one share of STKL common stock. |
| 4. This line item reflects the deemed disposition of shares withheld by the Company to satisfy income tax withholding requirements in connection with the vesting of the RSUs. |
| 5. The Performance Stock Units (PSUs) will vest or lapse on May 5, 2025 (Vesting Date), depending on the Company's total shareholder return (the "TSR") performance relative to the Russell 3000 Food and Beverage companies during the performance period as described in the award agreement. If none of the hurdles are met, no PSUs will vest and the award will lapse. If the 25th percentile hurdle is met, 25% of the PSUs will vest. If the 50% percentile hurdle is met, 100% of the PSUs will vest. If the 75% percentile hurdle is met, 125% of the PSUs will vest. If the 90th percentile or above is met, 200% of the PSUs will vest. The number included in column 5 of Table II reflects the number of PSUs eligible for vesting subject to the reporting person's continued employment with the Company through the Vesting Date. |
| 6. The Restricted Stock Units vest in three equal annual installments beginning on May 5, 2023 subject to the continued employment of the reporting person through each such vesting date. |
| 7. The Performance Stock Units do not have an expiration date. |
| 8. The Restricted Stock Units do not have an expiration date. |
| /s/ Chris McCullough attorney-in-fact | 05/06/2025 | |
| ** Signature of Reporting Person | Date | |
| 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 Number. | ||