0001062993-24-005324.txt : 20240305 0001062993-24-005324.hdr.sgml : 20240305 20240305073228 ACCESSION NUMBER: 0001062993-24-005324 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240226 FILED AS OF DATE: 20240305 DATE AS OF CHANGE: 20240305 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: McNamara Lauren CENTRAL INDEX KEY: 0002014135 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34198 FILM NUMBER: 24718288 MAIL ADDRESS: STREET 1: 7078 SHADY OAK ROAD CITY: EDEN PRAIRIE STATE: MN ZIP: 55344 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: SunOpta Inc. CENTRAL INDEX KEY: 0000351834 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-FARM PRODUCT RAW MATERIALS [5150] ORGANIZATION NAME: 07 Trade & Services IRS NUMBER: 000000000 STATE OF INCORPORATION: Z4 FISCAL YEAR END: 1230 BUSINESS ADDRESS: STREET 1: 7078 SHADY OAK ROAD CITY: EDEN PRAIRIE STATE: MN ZIP: 55344 BUSINESS PHONE: 952-820-2518 MAIL ADDRESS: STREET 1: 7078 SHADY OAK ROAD CITY: EDEN PRAIRIE STATE: MN ZIP: 55344 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 3 1 form3.xml INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES X0206 3 2024-02-26 0 0000351834 SunOpta Inc. STKL 0002014135 McNamara Lauren 7078 SHADY OAK ROAD EDEN PRAIRIE MN 55439 0 1 0 0 SVP, Business Management Common Shares 82372 D Performance Stock Units 0.00 Common Shares 3830 D Performance Stock Units 0.00 Common Shares 10222 D Performance Stock Units 0.00 Common Shares 14273 D Performance Stock Units 0.00 Common Shares 13916 D Restricted Stock Units 0.00 Common Shares 638 D Restricted Stock Units 0.00 Common Shares 3407 D Restricted Stock Units 0.00 Common Shares 6958 D Stock Option (Right to Buy) 4.73 2023-07-10 2030-07-10 Common Shares 10557 D Stock Option (Right to Buy) 14.77 2031-04-15 Common Shares 3341 D Stock Option (Right to Buy) 5.91 2032-05-05 Common Shares 8215 D Stock Option (Right to Buy) 6.35 2033-07-10 Common Shares 12114 D 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. The Performance Stock Units do not have an expiration date. 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. 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. 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. 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. The Restricted Stock Units do not have an expiration date. 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. 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. 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. These options qualify as incentive stock options. 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. These options qualify as incentive stock options. 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. These options qualify as incentive stock options. Jill Barnett, attorney-in-fact 2024-03-05