SEC FORM 4/A

SEC Form 4

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).

1. Name and Address of Reporting Person^*

Jacobs Hendrik

(Last)

(First)

(Middle)

2838 BOVAIRD DRIVE WEST

(Street)

BRAMPTON

L7A 0H2

(City)

(State)

(Zip)

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)
	COO

3. Date of Earliest Transaction (Month/Day/Year)
08/16/2013

4. If Amendment, Date of Original Filed (Month/Day/Year)
08/20/2013

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. 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares	08/16/2013		S		35,060⁽¹⁾	A	$9.05	15,964⁽²⁾⁽³⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options	$5.14	08/16/2013		M			50,000	08/09/2013	08/09/2022	Common shares	50,000	$0⁽⁴⁾	0⁽⁵⁾	D

Explanation of Responses:

1. This amended Form 4 is being filed to correct a number of inaccuracies in the original Form 4 filed on August 20, 2013. The original Form 4 incorrectly reported a sale of 50,000 common shares. The correct amount sold by the reporting person was only 35,060 common shares.

2. The original Form 4 incorrectly reported that the amount of securities beneficially owned following the sale of common shares was 1,024 common shares. Following the sale of the 35,060 common shares, the reporting person beneficially owned 15,964 common shares.

3. The original Form 4 incorrectly reported a purchase of 14,940 shares of common stock that did not in fact occur. The reporting person acquired 50,000 common shares pursuant to the option exercise reported in the original Form 4, sold 35,060 of those shares and retained the balance of 14,940 shares. As of August 16, 2013 following the sale of 35,060 common shares, the reporting person beneficially owned 15,964 common shares.

4. The original Form 4 incorrectly reported a price of derivative security of $5.14. The correct price of the derivative security is $0.

5. The original Form 4 incorrectly reported the number of derivative securities beneficially owned following reported transaction as 290,000. The reporting person exercised all of his stock options with an exercise price of $5.14, date exercisable of August 9, 2013 and expiration date of August 9, 2022. As a result, the correct number of derivative securities beneficially owned following reported transaction is 0.

	Hendrik Jacobs	06/16/2014
	** 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).
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