0001019056-19-000571.txt : 20191028 0001019056-19-000571.hdr.sgml : 20191028 20191028163046 ACCESSION NUMBER: 0001019056-19-000571 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20191028 DATE AS OF CHANGE: 20191028 GROUP MEMBERS: ARDSLEY ADVISORY PARTNERS GP LLC GROUP MEMBERS: ARDSLEY ADVISORY PARTNERS LP GROUP MEMBERS: ARDSLEY DUCKDIVE FUND, L.P. GROUP MEMBERS: ARDSLEY HEALTHCARE FUND, L.P. GROUP MEMBERS: ARDSLEY PARTNERS I GP LLC GROUP MEMBERS: ARDSLEY PARTNERS RENEWABLE ENERGY FUND, L.P. GROUP MEMBERS: ARDSLEY RIDGECREST PARTNERS FUND, L.P. GROUP MEMBERS: PHILIP J. HEMPLEMAN SUBJECT COMPANY: 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: 0101 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-59617 FILM NUMBER: 191173334 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ARDSLEY ADVISORY PARTNERS LP CENTRAL INDEX KEY: 0000900529 IRS NUMBER: 000000000 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 262 HARBOR DRIVE, 4TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06902 BUSINESS PHONE: 203-564-4230 MAIL ADDRESS: STREET 1: 262 HARBOR DRIVE, 4TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06902 FORMER COMPANY: FORMER CONFORMED NAME: ARDSLEY ADVISORY PARTNERS DATE OF NAME CHANGE: 19940208 SC 13G/A 1 sunopta_13ga1.htm SC 13G/A
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G/A

(Amendment No. 1)

 

Under the Securities Exchange Act of 1934

SunOpta Inc.

 

(Name of Issuer)

 

Common Stock

 

(Title of Class of Securities)

 

8676EP108

 

(CUSIP Number)

 

October 21, 2019

 

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

x Rule 13d-1(b)
x Rule 13d-1(c)
o Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).  

 

Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

 
 
CUSIP No. 8676EP108 13G/A Page 2 of 14 Pages

             
1.

names of reporting persons

i.r.s. identification no. of above persons (entities only)

 

Ardsley Advisory Partners LP

 

2. check the appropriate box if a group*

(a) x

(b) o

3.

sec use only

 

 

4.

citizenship or place of organization

Delaware, United States of America

 

number of
shares		 5. sole voting power 0
beneficially
owned by		 6. shared voting power 11,957,855
each
reporting		 7. sole dispositive power 0
person with: 8. shared dispositive power 11,957,855
9. aggregate amount beneficially owned by each reporting person 11,957,855
10. check box if the aggregate amount in row (9) excludes certain shares (See Instructions) o 
11. percent of class represented by amount in row (9) 13.60%
12. type of reporting person (See Instructions) PN, IA

 
 
CUSIP No. 8676EP108 13G/A Page 3 of 14 Pages

             
13.

names of reporting persons

i.r.s. identification no. of above persons (entities only)

 

Ardsley Advisory Partners GP LLC

 

14. check the appropriate box if a group*

(a) x

(b) o

15.

sec use only

 

 

16.

citizenship or place of organization

Delaware, United States of America

 

number of
shares		 17. sole voting power 0
beneficially
owned by		 18. shared voting power 11,957,855
each
reporting		 19. sole dispositive power 0
person with: 20. shared dispositive power 11,957,855
21. aggregate amount beneficially owned by each reporting person 11,957,855
22. check box if the aggregate amount in row (9) excludes certain shares (See Instructions) o 
23. percent of class represented by amount in row (9) 13.60%
24. type of reporting person (See Instructions) PN

 
 
CUSIP No. 8676EP108 13G/A Page 4 of 14 Pages

             
1.

names of reporting persons

i.r.s. identification no. of above persons (entities only)

 

Philip J. Hempleman

 

2. check the appropriate box if a group*

(a) x

(b) o

3.

sec use only

 

 

4.

citizenship or place of organization

United States of America

 

number of
shares		 5. sole voting power 0
beneficially
owned by		 6. shared voting power 11,957,855
each
reporting		 7. sole dispositive power 0
person with: 8. shared dispositive power 11,957,855
9. aggregate amount beneficially owned by each reporting person 11,957,855
10. check box if the aggregate amount in row (9) excludes certain shares (See Instructions) o 
11. percent of class represented by amount in row (9) 13.60%
12. type of reporting person (See Instructions) IN

 
 

CUSIP No. 8676EP108 13G/A Page 5 of 14 Pages

             
1.

names of reporting persons

i.r.s. identification no. of above persons (entities only)

 

Ardsley Partners I GP LLC

 

2. check the appropriate box if a group*

(a) x

(b) o

3.

sec use only

 

 

4.

citizenship or place of organization

Delaware, United States of America

 

number of
shares		 5. sole voting power 0
beneficially
owned by		 6. shared voting power 11,957,855
each
reporting		 7. sole dispositive power 0
person with: 8. shared dispositive power 11,957,855
9. aggregate amount beneficially owned by each reporting person 11,957,855
10. check box if the aggregate amount in row (9) excludes certain shares (See Instructions) o 
11. percent of class represented by amount in row (9) 13.60%
12. type of reporting person (See Instructions) PN

 
 
CUSIP No. 8676EP108 13G/A Page 6 of 14 Pages

             
1.

names of reporting persons

i.r.s. identification no. of above persons (entities only)

 

Ardsley Healthcare Fund, L.P.

 

2. check the appropriate box if a group*

(a) x

(b) o

3.

sec use only

 

 

4.

citizenship or place of organization

Delaware, United States of America

 

number of
shares		 5. sole voting power 0
beneficially
owned by		 6. shared voting power 100,000
each
reporting		 7. sole dispositive power 0
person with: 8. shared dispositive power 100,000
9. aggregate amount beneficially owned by each reporting person 100,000
10. check box if the aggregate amount in row (9) excludes certain shares (See Instructions) o 
11. percent of class represented by amount in row (9) 0.11%
12. type of reporting person (See Instructions) PN
 
 
CUSIP No. 8676EP108 13G/A Page 7 of 14 Pages

             
1.

names of reporting persons

i.r.s. identification no. of above persons (entities only)

 

Ardsley Partners Renewable Energy Fund, L.P.

 

2. check the appropriate box if a group*

(a) x

(b) o

3.

sec use only

 

 

4.

citizenship or place of organization

Delaware, United States of America

 

number of
shares		 5. sole voting power 0
beneficially
owned by		 6. shared voting power 9,500,155
each
reporting		 7. sole dispositive power 0
person with: 8. shared dispositive power 9,500,155
9. aggregate amount beneficially owned by each reporting person 9,500,155
10. check box if the aggregate amount in row (9) excludes certain shares (See Instructions) o 
11. percent of class represented by amount in row (9) 10.80%
12. type of reporting person (See Instructions) PN

 
 
CUSIP No. 8676EP108 13G/A Page 8 of 14 Pages

             
1.

names of reporting persons

i.r.s. identification no. of above persons (entities only)

 

Ardsley Duckdive Fund, L.P.

 

2. check the appropriate box if a group*

(a) x

(b) o

3.

sec use only

 

 

4.

citizenship or place of organization

Delaware, United States of America

 

number of
shares		 5. sole voting power 0
beneficially
owned by		 6. shared voting power 2,347,700
each
reporting		 7. sole dispositive power 0
person with: 8. shared dispositive power 2,347,700
9. aggregate amount beneficially owned by each reporting person 2,347,700
10. check box if the aggregate amount in row (9) excludes certain shares (See Instructions) o 
11. percent of class represented by amount in row (9) 2.67%
12. type of reporting person (See Instructions) PN

 
 
CUSIP No. 8676EP108 13G/A Page 9 of 14 Pages

             
13.

names of reporting persons

i.r.s. identification no. of above persons (entities only)

 

Ardsley Ridgecrest Partners Fund, L.P.

 

14. check the appropriate box if a group*

(a) x

(b) o

15.

sec use only

 

 

16.

citizenship or place of organization

Delaware, United States of America

 

number of
shares		 17. sole voting power 0
beneficially
owned by		 18. shared voting power 10,000
each
reporting		 19. sole dispositive power 0
person with: 20. shared dispositive power 10,000
21. aggregate amount beneficially owned by each reporting person 10,000
22. check box if the aggregate amount in row (9) excludes certain shares (See Instructions) o 
23. percent of class represented by amount in row (9) 0.01%
24. type of reporting person (See Instructions) PN

 
 
CUSIP No. 8676EP108 13G/A Page 10 of 14 Pages

 

Item 1.
  (a)  Name of Issuer: SunOpta Inc.
  (b)  Address of Issuer’s Principal Executive Offices:

2233 Argentia Road

Mississauga, Ontario L5N 2X7, Canada

 
Item 2.
  (a)  Name of Person Filing: This Amendment No. 1 to Schedule 13G (the “Schedule”) is being filed with respect to shares of Common Stock (as defined below) of SunOpta Inc. (the “Issuer”) which are beneficially owned by Ardsley Advisory Partners LP(the “Advisor”), Philip J. Hempleman (“Hempleman”), Ardsley Advisory Partners GP LLC (the “Advisor General Partner”), Ardsley Partners I GP LLC (the “General Partner”), Ardsley Partners Renewable Energy Fund (the “Renewable Energy Fund”), Ardsley Duckdive Fund, L.P. (the “Duckdive Fund”), Ardsley Healthcare Fund, L.P. (the “Healthcare Fund”), and Ardsley Ridgecrest Partners Fund, L.P. (the “Ridgecrest Fund”) (together, the “Reporting Persons”). See Item 4 below.   
  (b)  Address of Principal Business Office or, if none, Residence:

262 Harbor Drive

Stamford, CT 06902

  (c)  Citizenship: The Advisory General Partner and the General Partner are Delaware limited liability companies. The Advisor, the Healthcare Fund, the Renewable Energy Fund, the Duckdive Fund and the Ridgecrest Fund are Delaware limited partnerships. Hempleman is a United States Citizen.
     
 

(d) Title of Class of Securities:

Common Stock

     
  (e)  CUSIP Number: 8676EP108
           

Item 3.              If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a) o Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b) o Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) o Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d) o 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) o An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
(g) o A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h) o A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) o 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) o Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 
 

CUSIP No. 8676EP108 13G/A Page 11 of 14 Pages

 

Item 4.Ownership.

 

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

The Information required by Items 4(a) - (c) is set forth in Rows 5-11 of the cover page for each Reporting Person hereto and is incorporated by reference for each Reporting Person. The percentage ownership of the Reporting Persons is based on the 87,940,787 outstanding shares of Common Stock of the Issuer, as disclosed on the Issuer’s 10-Q filed with the SEC on August 7, 2019.

 

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: o.

 

Item 6.Ownership of More Than Five Percent on Behalf of Another Person.

 

Not applicable.

 

Item 7.Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

 

Not applicable.

 

Item 8.Identification and Classification of Members of the Group.

 

See Exhibit 2

 

Item 9.Notice of Dissolution of Group.
 
 
CUSIP No. 8676EP108 13G/A Page 12 of 14 Pages

 

Item 10.Certification.

 

  (a)

The following certification shall be included if the statement is filed pursuant to §240.13d-1(b) with respect to the Advisor:

 

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. x

 

  (b)

The following certification shall be included if the statement is filed pursuant to §240.13d-1(c) with respect to the Advisory General Partner, the General Partner, Hempleman, the Renewable Energy Fund, the Healthcare Fund, the Duckdive Fund, and the Ridgecrest Fund:

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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. x

 
 
CUSIP No. 8676EP108 13G/A Page 13 of 14 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

October 28, 2019  
Date  
   
ARDSLEY ADVISORY PARTNERS LP  

By: Ardsley Advisory Partners GP LLC, its general partner

  
   
By: Steve Napoli/ Member of its general partner  
Name/Title  
   
/s/ Steve Napoli  
Signature  
   
October 28, 2019  
Date  
   
ARDSLEY ADVISORY PARTNERS GP LLC  
   

By: Steve Napoli/ Member

  

Name/Title

  
   
/s/ Steve Napoli  
Signature  
   
October 28, 2019  
Date  
   
ARDSLEY PARTNERS I GP LLC   
   

By: Steve Napoli/ Member

  

Name/Title

  
   
/s/ Steve Napoli   

Signature

  
   
October 28, 2019  
Date  
   
PHILIP J. HEMPLEMAN  
   
By: Steve Napoli/Attorney-in Fact for Philip J. Hempleman  
Name/Title  
   
/s/ Steve Napoli*  
Signature  
   

 
 
CUSIP No. 8676EP108 13G/A Page 14 of 14 Pages

 

October 28, 2019  
Date  
   

ARDSLEY HEALTHCARE FUND, L.P.

  
   

By: Ardsley Partners I GP LLC, General Partner

  
   
/s/ Steve Napoli  
Signature  
 

Steve Napoli/Member of its general partner

  
   

October 28, 2019

  
Date  
   

ARDSLEY PARTNERS RENEWABLE ENERGY FUND, L.P.

  

By: Ardsley Partners I GP LLC, General Partner

  
   
/s/ Steve Napoli  
Signature  
   

Steve Napoli/Member of its general partner

  
   

October 28, 2019

  
Date  
   

ARDSLEY DUCKDIVE FUND, L.P.

  

By: Ardsley Partners I GP LLC, General Partner

  
   
/s/ Steve Napoli  
Signature  
   

Steve Napoli/Member of its general partner

  
   

October 28, 2019

  
Date  
   

ARDSLEY RIDGECREST PARTNERS FUND, L.P.

  

By: Ardsley Partners I GP LLC, General Partner

  
   
/s/ Steve Napoli  
Signature  
   

Steve Napoli/Member of its general partner

  
   

October 28, 2019

  

Date

 

* Executed by Steve Napoli as Attorney-in-Fact for Philip J. Hempleman. The Power of Attorney for Mr. Hempleman is attached as Exhibit 2 to the Statement on Schedule 13G/A with respect to the Common Stock of Vaxgen, Inc., filed on February 15, 2006, and is incorporated herein by reference.

 

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

 

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties for whom copies are to be sent.

 

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)