0000921895-20-002063.txt : 20200803 0000921895-20-002063.hdr.sgml : 20200803 20200803185907 ACCESSION NUMBER: 0000921895-20-002063 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200730 FILED AS OF DATE: 20200803 DATE AS OF CHANGE: 20200803 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Engaged Capital LLC CENTRAL INDEX KEY: 0001559771 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34198 FILM NUMBER: 201070584 BUSINESS ADDRESS: STREET 1: 610 NEWPORT CENTER DRIVE STREET 2: SUITE 250 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 BUSINESS PHONE: 949-734-7900 MAIL ADDRESS: STREET 1: 610 NEWPORT CENTER DRIVE STREET 2: SUITE 250 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Engaged Capital Holdings, LLC CENTRAL INDEX KEY: 0001580769 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34198 FILM NUMBER: 201070585 BUSINESS ADDRESS: STREET 1: 610 NEWPORT CENTER DRIVE STREET 2: SUITE 250 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 BUSINESS PHONE: (949) 734-7900 MAIL ADDRESS: STREET 1: 610 NEWPORT CENTER DRIVE STREET 2: SUITE 250 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Welling Glenn W. CENTRAL INDEX KEY: 0001580771 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34198 FILM NUMBER: 201070586 MAIL ADDRESS: STREET 1: 610 NEWPORT CENTER DRIVE STREET 2: SUITE 250 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Engaged Capital Flagship Master Fund, LP CENTRAL INDEX KEY: 0001580761 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34198 FILM NUMBER: 201070587 BUSINESS ADDRESS: STREET 1: CRICKET SQUARE, HUTCHINS DRIVE STREET 2: P.O. BOX 2681 CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1111 BUSINESS PHONE: (949) 734-7900 MAIL ADDRESS: STREET 1: CRICKET SQUARE, HUTCHINS DRIVE STREET 2: P.O. BOX 2681 CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1111 FORMER NAME: FORMER CONFORMED NAME: Engaged Capital Master Feeder II, LP DATE OF NAME CHANGE: 20130703 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Engaged Capital Co-Invest IV, LP CENTRAL INDEX KEY: 0001680308 STATE OF INCORPORATION: DE FISCAL YEAR END: 1216 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34198 FILM NUMBER: 201070588 BUSINESS ADDRESS: STREET 1: 610 NEWPORT CENTER DRIVE, SUITE 250 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 BUSINESS PHONE: (949)734-7900 MAIL ADDRESS: STREET 1: 610 NEWPORT CENTER DRIVE, SUITE 250 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Engaged Capital Co-Invest IV-A, LP CENTRAL INDEX KEY: 0001810615 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34198 FILM NUMBER: 201070589 BUSINESS ADDRESS: STREET 1: 610 NEWPORT CENTER DRIVE, SUITE 250 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 BUSINESS PHONE: 9497347815 MAIL ADDRESS: STREET 1: 610 NEWPORT CENTER DRIVE, SUITE 250 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Engaged Capital Special Situation Fund, LP CENTRAL INDEX KEY: 0001813061 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34198 FILM NUMBER: 201070590 BUSINESS ADDRESS: STREET 1: 610 NEWPORT CENTER DRIVE, SUITE 250 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 BUSINESS PHONE: 9497347815 MAIL ADDRESS: STREET 1: 610 NEWPORT CENTER DRIVE, SUITE 250 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Engaged Capital Flagship Fund, L.P. CENTRAL INDEX KEY: 0001559850 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34198 FILM NUMBER: 201070591 BUSINESS ADDRESS: STREET 1: 610 NEWPORT CENTER DRIVE STREET 2: SUITE 250 CITY: NEWPORT BEACH STATE: CA ZIP: 90272 BUSINESS PHONE: 949-734-7900 MAIL ADDRESS: STREET 1: 610 NEWPORT CENTER DRIVE STREET 2: SUITE 250 CITY: NEWPORT BEACH STATE: CA ZIP: 90272 FORMER NAME: FORMER CONFORMED NAME: Engaged Capital Fund, LP DATE OF NAME CHANGE: 20160805 FORMER NAME: FORMER CONFORMED NAME: Engaged Capital Flagship Fund, LP DATE OF NAME CHANGE: 20160707 FORMER NAME: FORMER CONFORMED NAME: ENGAGED CAPITAL II LP DATE OF NAME CHANGE: 20121009 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Engaged Capital Flagship Fund, Ltd. CENTRAL INDEX KEY: 0001619827 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34198 FILM NUMBER: 201070592 BUSINESS ADDRESS: STREET 1: 610 NEWPORT CENTER DRIVE STREET 2: SUITE 250 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 BUSINESS PHONE: 949-734-7900 MAIL ADDRESS: STREET 1: 610 NEWPORT CENTER DRIVE STREET 2: SUITE 250 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 FORMER NAME: FORMER CONFORMED NAME: Engaged Capital Fund, Ltd. DATE OF NAME CHANGE: 20160805 FORMER NAME: FORMER CONFORMED NAME: Engaged Capital Flagship Fund, Ltd. DATE OF NAME CHANGE: 20160707 FORMER NAME: FORMER CONFORMED NAME: Engaged Capital II Offshore, Ltd. DATE OF NAME CHANGE: 20140918 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: SunOpta Inc. CENTRAL INDEX KEY: 0000351834 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-FARM PRODUCT RAW MATERIALS [5150] IRS NUMBER: 000000000 STATE OF INCORPORATION: Z4 FISCAL YEAR END: 0102 BUSINESS ADDRESS: STREET 1: 2233 ARGENTIA ROAD STREET 2: SUITE 401 CITY: MISSISSAUGA STATE: A6 ZIP: L5N 2X7 BUSINESS PHONE: (905) 455-1990 MAIL ADDRESS: STREET 1: 2233 ARGENTIA ROAD STREET 2: SUITE 401 CITY: MISSISSAUGA STATE: A6 ZIP: L5N 2X7 FORMER COMPANY: FORMER CONFORMED NAME: SUNOPTA INC DATE OF NAME CHANGE: 20031107 FORMER COMPANY: FORMER CONFORMED NAME: STAKE TECHNOLOGY LTD DATE OF NAME CHANGE: 19940901 4 1 form409455021_08032020.xml OWNERSHIP DOCUMENT X0306 4 2020-07-30 0 0000351834 SunOpta Inc. STKL 0001559771 Engaged Capital LLC 610 NEWPORT CENTER DRIVE SUITE 250 NEWPORT BEACH CA 92660 0 0 1 0 0001580769 Engaged Capital Holdings, LLC 610 NEWPORT CENTER DRIVE SUITE 250 NEWPORT BEACH CA 92660 0 0 1 0 0001580771 Welling Glenn W. C/O ENGAGED CAPITAL, LLC 610 NEWPORT CENTER DRIVE, SUITE 250 NEWPORT BEACH CA 92660 0 0 1 0 0001580761 Engaged Capital Flagship Master Fund, LP CRICKET SQUARE, HUTCHINS DRIVE P.O. BOX 2681 GRAND CAYMAN E9 KY1-1111 CAYMAN ISLANDS 0 0 1 0 0001680308 Engaged Capital Co-Invest IV, LP 610 NEWPORT CENTER DRIVE, SUITE 250 NEWPORT BEACH CA 92660 0 0 0 1 See Footnote 1 0001810615 Engaged Capital Co-Invest IV-A, LP 610 NEWPORT CENTER DRIVE, SUITE 250 NEWPORT BEACH CA 92660 0 0 0 1 See Footnote 1 0001813061 Engaged Capital Special Situation Fund, LP 610 NEWPORT CENTER DRIVE, SUITE 250 NEWPORT BEACH CA 92660 0 0 0 1 See Footnote 1 0001559850 Engaged Capital Flagship Fund, L.P. 610 NEWPORT CENTER DRIVE SUITE 250 NEWPORT BEACH CA 92660 0 0 1 1 See Footnote 1 0001619827 Engaged Capital Flagship Fund, Ltd. 610 NEWPORT CENTER DRIVE SUITE 250 NEWPORT BEACH CA 92660 0 0 1 1 See Footnote 1 Common Shares 2020-07-30 4 J 0 40326 A 1040326 I By: Engaged Capital Special Situation Fund, LP Common Shares 5189565 I By: Engaged Capital Flagship Master Fund, LP Common Shares 3166639 I By: Engaged Capital Co-Invest IV, LP Common Shares 427937 I By: Managed Account of Engaged Capital, LLC This Form 4 is filed jointly by Engaged Capital Flagship Master Fund, LP ("Engaged Capital Flagship Master"), Engaged Capital Co-Invest IV, LP ("Engaged Capital Co-Invest IV"), Engaged Capital Co-Invest IV-A, LP ("Engaged Capital Co-Invest IV-A"), Engaged Capital Special Situation Fund, LP ("Engaged Capital Special Situation"), Engaged Capital Flagship Fund, LP ("Engaged Capital Fund"), Engaged Capital Flagship Fund, Ltd. ("Engaged Capital Offshore"), Engaged Capital, LLC ("Engaged Capital"), Engaged Capital Holdings, LLC ("Engaged Holdings") and Glenn W. Welling (collectively, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of SunOpta Inc.'s (the "Issuer") outstanding Common Shares. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. Securities owned directly by Engaged Capital Flagship Master. As feeder funds of Engaged Capital Flagship Master, each of Engaged Capital Fund and Engaged Capital Offshore may be deemed to beneficially own the securities owned directly by Engaged Capital Flagship Master. As the general partner and investment adviser of Engaged Capital Flagship Master, Engaged Capital may be deemed to beneficially own the securities owned directly by Engaged Capital Flagship Master. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the securities owned directly by Engaged Capital Flagship Master. Mr. Welling, by virtue of his position as the founder and Chief Investment Officer of Engaged Capital, and as the sole member of Engaged Holdings, may be deemed to beneficially own the securities owned directly by Engaged Capital Flagship Master. Securities owned directly by Engaged Capital Co-Invest IV. As the general partner and investment adviser of Engaged Capital Co-Invest IV, Engaged Capital may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest IV. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest IV. Mr. Welling, as the Founder and Chief Investment Officer of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest IV. Securities held in an account separately managed by Engaged Capital (the "Engaged Capital Account"). Engaged Capital, as the investment adviser of the Engaged Capital Account, may be deemed to beneficially own the securities held in the Engaged Capital Account. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the securities held in the Engaged Capital Account. Mr. Welling, by virtue of his position as the founder and Chief Investment Officer of Engaged Capital, and as the sole member of Engaged Holdings, may be deemed to beneficially own the securities held in the Engaged Capital Account. Securities owned directly by Engaged Capital Special Situation. As the general partner and investment adviser of Engaged Capital Special Situation, Engaged Capital may be deemed to beneficially own the securities owned directly by Engaged Capital Special Situation. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the securities owned directly by Engaged Capital Special Situation. Mr. Welling, as the Founder and Chief Investment Officer of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the securities owned directly by Engaged Capital Special Situation. Pursuant to the terms of Brendan Springstubb's employment arrangements with Engaged Capital, the compensation Mr. Springstubb received as a director of the Issuer was held for the benefit of Engaged Capital and its affiliates. Pursuant to Mr. Springstubb's employment arrangements, Engaged Capital Special Situation was entitled to 40,326 Common Shares, representing its portion of Mr. Springstubb's director compensation, upon Mr. Springstubb's departure from the Issuer's Board of Directors. Engaged Capital, LLC; By: /s/ Glenn W. Welling, Authorized Signatory 2020-08-03 Engaged Capital Holdings, LLC; By: /s/ Glenn W. Welling, Authorized Signatory 2020-08-03 /s/ Glenn W. Welling 2020-08-03 Engaged Capital Flagship Master Fund, LP; By: Engaged Capital, LLC; By: /s/ Glenn W. Welling, Authorized Signatory 2020-08-03 Engaged Capital Co-Invest IV, LP; By: Engaged Capital, LLC; By: /s/ Glenn W. Welling, Authorized Signatory 2020-08-03 Engaged Capital Co-Invest IV-A, LP; By: Engaged Capital, LLC; By: /s/ Glenn W. Welling, Authorized Signatory 2020-08-03 Engaged Capital Special Situation Fund, LP; By: Engaged Capital, LLC; By: /s/ Glenn W. Welling, Authorized Signatory 2020-08-03 Engaged Capital Flagship Fund, LP; By: Engaged Capital, LLC; By: /s/ Glenn W. Welling, Authorized Signatory 2020-08-03 Engaged Capital Flagship Fund, Ltd.; By: /s/ Glenn W. Welling, Director 2020-08-03