| 1 |
NAME OF REPORTING PERSON
Daruma Capital Management, LLC
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
45-2515607
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| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
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| 3 | SEC USE ONLY | ||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 |
SOLE VOTING POWER
0
|
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| 6 |
SHARED VOTING POWER
3,406,682
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| 7 |
SOLE DISPOSITIVE POWER
0
|
||
| 8 |
SHARED DISPOSITIVE POWER
6,645,204
|
||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,645,204
|
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| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
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| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.79%
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| 12 |
TYPE OF REPORTING PERSON
IA
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| 1 |
NAME OF REPORTING PERSON
Mariko O. Gordon
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
N.A.
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| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
|
||
| 3 | SEC USE ONLY | ||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 |
SOLE VOTING POWER
0
|
|
| 6 |
SHARED VOTING POWER
3,406,682
|
||
| 7 |
SOLE DISPOSITIVE POWER
0
|
||
| 8 |
SHARED DISPOSITIVE POWER
6,645,204
|
||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,645,204
|
||
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
|
||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.79%
|
||
| 12 |
TYPE OF REPORTING PERSON
IN, HC
|
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| ITEM 1(a). |
NAME OF ISSUER:
SUNOPTA INC.
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| ITEM 1(b). |
ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
2838 Bovaird Drive West
Brampton, Ontario A6 L7A OH2, Canada |
|
| ITEM 2(a). |
NAME OF PERSON FILING:
Daruma Capital Management, LLC
Mariko O. Gordon |
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| ITEM 2(b). |
ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
1120 Avenue of the Americas
21st Floor New York, NY 10036 |
|
| ITEM 2(c). |
CITIZENSHIP:
Delaware
USA |
|
| ITEM 2(d). |
TITLE OF CLASS OF SECURITIES:
Common Stock
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| ITEM 2(e). |
CUSIP NUMBER:
8676EP108
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| ITEM 3. | IF THIS STATEMENT IS FILED PURSUANT TO SECTION 240.13d-1(b), or 13d-2(b) or (c) CHECK WHETHER THE PERSON FILING IS A: | |
|
(a)
[ ] |
Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78c); | |
|
(b)
[ ] |
Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c); | |
|
(c)
[ ] |
Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c); | |
|
(d)
[ ] |
Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8); | |
|
(e)
[X] |
An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E); | |
|
(f)
[ ] |
An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F); | |
|
(g)
[X] |
A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G); | |
|
(h)
[ ] |
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
|
(i)
[ ] |
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
|
(j)
[ ] |
A non-U.S. institution in accordance with 240.13d-1(b)(1)(ii)(J); | |
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(k)
[ ] |
Group, in accordance with 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with 240.13d1(b)(1)(ii)(J), please specify the type of institution: | |
| ITEM 4. | OWNERSHIP | |
| (a) Amount beneficially owned: | ||
| 6,645,204 | ||
| (b) Percent of class: | ||
| 7.79% | ||
| (c) Number of shares as to which the person has: | ||
| (i) sole power to vote or to direct the vote: | ||
| Daruma Capital Management, LLC - 0 Mariko O. Gordon - 0 |
||
| (ii) shared power to vote or to direct the vote: | ||
| Daruma Capital Management, LLC - 3,406,682 Mariko O. Gordon - 3,406,682 |
||
| (iii) sole power to dispose or direct the disposition of: | ||
| Daruma Capital Management, LLC - 0 Mariko O. Gordon - 0 |
||
| (iv) shared power to dispose or to direct the disposition of: | ||
| Daruma Capital Management, LLC - 6,645,204 Mariko O. Gordon - 6,645,204 |
||
| ITEM 5. |
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following
[ ].
|
|
| ITEM 6. |
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
The 6,645,204 shares beneficially owned by Daruma Capital Management, LLC and Mariko O. Gordon are held in the accounts of private investment vehicles and managed accounts advised by Daruma Capital Management, LLC.
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| ITEM 7. |
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:
N/A
|
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| ITEM 8. |
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
N/A
|
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| ITEM 9. |
NOTICE OF DISSOLUTION OF GROUP:
N/A
|
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| ITEM 10. |
CERTIFICATION:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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| February 12 2016 |
Daruma Capital Management, LLC
By:
/s/ Daniel L. Sendrowitz
Name:
Daniel L. Sendrowitz
Title:
Chief Compliance Officer
|
| February 12 2016 |
Mariko O. Gordon
By:
/s/ Mariko O. Gordon
Name:
Mariko O. Gordon
Title:
Chief Executive Officer
|