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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
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*
Oaktree Huntington Investment Fund II, L.P.

(Last) (First) (Middle)
C/O OAKTREE CAPITAL MANAGEMENT, L.P.
333 SOUTH GRAND AVENUE, 28TH FLOOR

(Street)
LOS ANGELES CA 90071

(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 X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/18/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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)
Code V Amount (A) or (D) Price
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Cash-Settled Total Return Swap(4)(5) $6.05(7) 08/18/2020 P/K(4)(5)(6) 1 08/18/2020(8) 08/18/2023 Common Shares 544,981 $0.00 1 D(1)(2)(3)(6)(7)
1. Name and Address of Reporting Person*
Oaktree Huntington Investment Fund II, L.P.

(Last) (First) (Middle)
C/O OAKTREE CAPITAL MANAGEMENT, L.P.
333 SOUTH GRAND AVENUE, 28TH FLOOR

(Street)
LOS ANGELES CA 90071

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Oaktree Huntington Investment Fund II GP, L.P.

(Last) (First) (Middle)
C/O OAKTREE CAPITAL MANAGEMENT, L.P.
333 SOUTH GRAND AVENUE, 28TH FLOOR

(Street)
LOS ANGELES CA 90071

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Oaktree Fund GP, LLC

(Last) (First) (Middle)
C/O OAKTREE CAPITAL MANAGEMENT, L.P.
333 SOUTH GRAND AVENUE, 28TH FLOOR

(Street)
LOS ANGELES CA 90071

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
OAKTREE FUND GP I, L.P.

(Last) (First) (Middle)
C/O OAKTREE CAPITAL MANAGEMENT, L.P.
333 SOUTH GRAND AVENUE, 28TH FLOOR

(Street)
LOS ANGELES CA 90071

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Oaktree Capital I, L.P.

(Last) (First) (Middle)
C/O OAKTREE CAPITAL MANAGEMENT, L.P.
333 SOUTH GRAND AVENUE, 28TH FLOOR

(Street)
LOS ANGELES CA 90071

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
OCM HOLDINGS I, LLC

(Last) (First) (Middle)
C/O OAKTREE CAPITAL MANAGEMENT, L.P.
333 SOUTH GRAND AVENUE, 28TH FLOOR

(Street)
LOS ANGELES CA 90071

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
OAKTREE HOLDINGS, LLC

(Last) (First) (Middle)
C/O OAKTREE CAPITAL MANAGEMENT, L.P.
333 SOUTH GRAND AVENUE, 28TH FLOOR

(Street)
LOS ANGELES CA 90071

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Oaktree Capital Group, LLC

(Last) (First) (Middle)
C/O OAKTREE CAPITAL MANAGEMENT, L.P.
333 SOUTH GRAND AVENUE, 28TH FLOOR

(Street)
LOS ANGELES CA 90071

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Oaktree Capital Group Holdings GP, LLC

(Last) (First) (Middle)
C/O OAKTREE CAPITAL MANAGEMENT, L.P.
333 SOUTH GRAND AVENUE, 28TH FLOOR

(Street)
LOS ANGELES CA 90071

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
BROOKFIELD ASSET MANAGEMENT INC.

(Last) (First) (Middle)
C/O OAKTREE CAPITAL MANAGEMENT, L.P.
333 SOUTH GRAND AVENUE, 28TH FLOOR

(Street)
LOS ANGELES CA 90071

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Represents the derivative security (but not the underlying security referenced thereby) owned directly by Oaktree Huntington Investment Fund II, L.P. ("OHIF"). This Form 4 is also being filed by (i) Oaktree Huntington Investment Fund II GP, L.P. ("OHIF GP") in its capacity as general partner of OHIF GP; (ii) Oaktree Fund GP, LLC ("Fund GP") in its capacity as general partner of OHIF GP; (iii) Oaktree Fund GP I, L.P. ("GP I") in its capacity as managing member of Fund GP; (iv) Oaktree Capital I, L.P. ("Capital I") in its capacity as the general partner of GP I; (v) OCM Holdings I, LLC ("Holdings I") in its capacity as the general partner of Capital I; (vi) Oaktree Holdings, LLC ("Holdings LLC") in its capacity as the managing member of Holdings I;.
2. (Continued from Footnote 1) (vii) Oaktree Capital Group, LLC ("OCG") in its capacity as the managing member of Holdings LLC; (viii) Oaktree Capital Group Holdings GP, LLC ("OCGH GP") in its capacity as the duly appointed manager of OCG; (ix) Brookfield Asset Management, Inc. ("BAM") in its capacity as the indirect owner of the class A units of OCG; and (x) Partners Limited, in its capacity as the sole owner of Class B Limited Voting Shares of BAM (each a "Reporting Person" and, collectively, the "Reporting Persons").
3. Each Reporting Person disclaims beneficial ownership of all equity securities reported herein except to the extent of its respective pecuniary interest therein, and the filing of this Form 4 shall not be construed as an admission that any such Reporting Person is the beneficial owner of any equity securities covered by this Form 4.
4. OHIF (the "Trading Fund") has entered into a cash-settled total return swap with respect to the number of common shares of SunOpta Inc. (the "Issuer") specified herein (the "Cash-Settled Swap"). The Cash-Settled Swap provides the Trading Fund with economic results that are comparable to the economic results of ownership of 544,981 of the Issuer's common shares (the "Subject Shares"). Upon termination of the the Cash-Settled Swap, the Trading Fund will be obligated to pay to the counterparty any negative price performance of the terminated quantity of the Subject Shares, and the counterparty will be obligated to pay the Trading Fund any positive price performance of the specified quantity of the Subject Shares, in each case subject to customary adjustments and limitations.
5. (Continued from Footnote 4) The Cash-Settled Swap was initially executed at a price of $6.05000. The Cash-Settled Swap is exclusively cash-settled and does not provide the Trading Fund with the direct or indirect power to vote or direct the voting or dispose of or direct the disposition of the Subject Shares. Additionally, the Cash-Settled Swap does not require the counterparty thereto to acquire, hold, vote or dispose of any securities of the Issuer, including without limitation, the Subject Shares. The counterparties to the Cash-Settled Swap are unaffiliated third party financial institutions. The Cash-Settled Swap may generally be terminated by the Trading Funds on any business day, subject to customary adjustments and limitations.
6. Under the terms of the Cash-Settled Swap, generally, the Trading Fund will be obligated to pay to the counterparty certain fees and commissions and the counterparty will be obligated to pay to the Trading Fund an amount in cash equal to any dividends on the Subject Shares, subject to customary adjustments and limitations.
7. Reflects the initial price under the Cash-Settled Swap.
8. See Footnote 4 above discussing the Trading Fund's ability to terminate the Cash-Settled Swap on any business day, subject to customary adjustments and limitations.
Remarks:
Form 1 of 2.
OAKTREE HUNTINGTON INVESTMENT FUND II, LP. By: OAKTREE HUNTINGTON INVESTMENT FUND II GP, L.P. Its: GP, By: OAKTREE FUND GP, LLC, its GP, By: Oaktree Fund GP I, L.P. Its: Managing Member, By: /s/ Ting He, Authorized Signatory 08/20/2020
OAKTREE HUNTINGTON INVESTMENT FUND II GP, L.P. Its: GP, By: OAKTREE FUND GP, LLC, its GP, By: Oaktree Fund GP I, L.P. Its: Managing Member, By: /s/ Ting He, Authorized Signatory 08/20/2020
OAKTREE FUND GP, LLC By: Oaktree Fund GP I, L.P. Its: Managing Member By: /s/ Ting He, Authorized Signatory 08/20/2020
OAKTREE FUND GP I, L.P. By: /s/ Ting He, Authorized Signatory 08/20/2020
OAKTREE CAPITAL I, L.P. By: /s/ Ting He, Vice President 08/20/2020
OCM HOLDINGS I, LLC By: /s/ Ting He, Vice President 08/20/2020
OAKTREE HOLDINGS, LLC By: /s/ Ting He, Vice President 08/20/2020
OAKTREE CAPITAL GROUP, LLC By: Oaktree Capital Group Holdings GP, LLC Its: Manager By: /s/ Ting He, Vice President 08/20/2020
OAKTREE CAPITAL GROUP HOLDINGS GP, LLC By: /s/ Ting He, Vice President 08/20/2020
BROOKFIELD ASSET MANAGEMENT INC. By: /s/ Jessica Diab, Vice President, Legal & Regulatory 08/20/2020
** 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.