SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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^*

Gaba Greg

(Last)

(First)

(Middle)

7078 SHADY OAK ROAD

(Street)

EDEN PRAIRIE

55344

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/13/2023

3. Issuer Name and Ticker or Trading Symbol
SunOpta Inc. [ STKL ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

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 Beneficially Owned
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	9,826	I	By Spouse
Common Shares	34,749	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Performance Stock Units	⁽¹⁾	⁽²⁾	Common Shares	3,364	$0.00	D
Performance Stock Units	⁽³⁾	⁽²⁾	Common Shares	8,962	$0.00	D
Performance Stock Units	⁽⁴⁾	⁽²⁾	Common Shares	11,744	$0.00	D
Performance Stock Units	⁽⁵⁾	⁽²⁾	Common Shares	9,802	$0.00	D
Restricted Stock Units	⁽⁶⁾	⁽⁷⁾	Common Shares	561	$0.00	D
Restricted Stock Units	⁽⁸⁾	⁽⁷⁾	Common Shares	2,987	$0.00	D
Restricted Stock Units	⁽⁹⁾	⁽⁷⁾	Common Shares	4,901	$0.00	D
Stock Option (Right to Buy)	07/10/2023	07/10/2030	Common Shares	2,891	$4.73	D
Stock Option (Right to Buy)	⁽¹⁰⁾	04/15/2031	Common Shares	2,934	$14.77	D
Stock Option (Right to Buy)	⁽¹¹⁾	05/05/2032	Common Shares	7,204	$5.91	D
Stock Option (Right to Buy)	⁽¹²⁾	07/10/2033	Common Shares	8,533	$6.35	D

Explanation of Responses:

1. The Performance Stock Units (PSUs) will vest or lapse on April 15, 2024 (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, none of the PSUs will vest and the award will lapse. If the 25th percentile hurdle is met, 25% of the PSUs will vest. If the 50th percentile hurdle is met, 100% of the PSUs will vest. If the 75th 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 target number of PSUs eligible for vesting subject to the reporting person's continued employment with the Company through the Vesting Date.

2. The Performance Stock Units do not have an expiration date.

3. 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.

4. The Performance Stock Units ("PSUs") vest on April 1, 2024 based upon the Company's gross Adjusted EBITDA (the "Performance Measure") for its 2023 fiscal year. If the Performance Measure is less than $85 million, none of the PSUs will vest and the PSUs will expire. If the Performance Measure is at or greater than $85 million, a percentage of the PSUs, ranging from 50% to 100%, will vest in accordance with the vesting table and the remaining PSUs will expire. The vested amount increases by one percentage point for each level of Adjusted EBITDA achieved, as specified in the vesting table. If the Performance Measure is greater than or equal to $100 million, all of the PSUs will vest. Vesting is also subject to individual performance and continued employment of the reporting person through the vesting date.

5. The Performance Stock Units (PSUs) will vest or lapse on July 10, 2026 (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 April 15, 2022 subject to the continued employment of the reporting person through each such vesting date.

7. The Restricted Stock Units do not have an expiration date.

8. 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.

9. The Restricted Stock Units vest in three equal annual installments beginning on July 10, 2024, subject to the continued employment of the reporting person through each such vesting date.

10. The Stock Options vest in three equal annual installments beginning on April 15, 2022 subject to the continued employment of the reporting person through each such vesting date.

11. The Stock Options 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.

12. The Stock Options vest in three equal annual installments beginning on July 10, 2024, subject to the continued employment of the reporting person through each such vesting date.

Remarks:

	/s/ Jill Barnett, attorney-in-fact	10/23/2023
	** 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 5 (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).
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