SEC FORM 4

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

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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 Fund GP, LLC

(Last)

(First)

(Middle)

C/O OAKTREE CAPITAL MANAGEMENT, L.P.

333 SOUTH GRAND AVENUE, 28TH FLOOR

(Street)

LOS ANGELES

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)
07/01/2021

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Cash-Settled Total Return Swap⁽⁴⁾⁽⁵⁾	$12.25⁽⁷⁾	07/01/2021		P/K⁽⁴⁾⁽⁵⁾⁽⁶⁾		1		07/01/2021⁽⁸⁾	08/18/2023	Common Shares	64,033	$0.00	1	I⁽¹⁾⁽²⁾	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁶⁾⁽⁷⁾
Cash-Settled Total Return Swap⁽⁴⁾⁽⁵⁾	$12.24⁽⁷⁾	07/02/2021		P/K⁽⁴⁾⁽⁵⁾⁽⁶⁾		1		07/02/2021⁽⁸⁾	08/18/2023	Common Shares	116,971	$0.00	1	I⁽¹⁾⁽²⁾	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁶⁾⁽⁷⁾
Cash-Settled Total Return Swap⁽⁴⁾⁽⁵⁾	$11.85⁽⁷⁾	07/06/2021		P/K⁽⁴⁾⁽⁵⁾⁽⁶⁾		1		07/06/2021⁽⁸⁾	08/18/2023	Common Shares	90,438	$0.00	1	I⁽¹⁾⁽²⁾	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁶⁾⁽⁷⁾

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

90071

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BAM Partners Trust

(Last)

(First)

(Middle)

BROOKFIELD PLACE, SUITE 300

181 BAY ST. PO BOX 762

(Street)

TORONTO, ONTARIO

M5J 2T3

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BROOKFIELD ASSET MANAGEMENT INC.

(Last)

(First)

(Middle)

BROOKFIELD PLACE, SUITE 300

181 BAY ST. P.O. BOX 762

(Street)

TORONTO, ONTARIO

M5J 2T3

(City)

(State)

(Zip)

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

90071

(City)

(State)

(Zip)

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

90071

(City)

(State)

(Zip)

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

90071

(City)

(State)

(Zip)

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

90071

(City)

(State)

(Zip)

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

90071

(City)

(State)

(Zip)

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

90071

(City)

(State)

(Zip)

Explanation of Responses:

1. Represents the derivative security (but not the underlying security referenced thereby) owned directly by Oaktree Principal Fund VI (Delaware) Holdings, L.P. ("Fund VI"). Oaktree Fund GP, LLC ("Fund GP") is the sole general partner of Fund VI. This Form 4 is also being filed by: (i) Oaktree Fund GP I, L.P. ("GP I") in its capacity as managing member of Fund GP; (ii) Oaktree Capital I, L.P. ("Capital I") in its capacity as the general partner of GP I; (iii) OCM Holdings I, LLC ("Holdings I") in its capacity as the general partner of Capital I; (iv) Oaktree Holdings, LLC ("Holdings LLC") in its capacity as the managing member of Holdings I; (v) Oaktree Capital Group, LLC ("OCG") in its capacity as the managing member of Holdings LLC;

2. (Continued from Footnote 1) (vi) Oaktree Capital Group Holdings GP, LLC ("OCGH GP") in its capacity as the duly appointed manager of OCG; (vii) Brookfield Asset Management, Inc. ("BAM") in its capacity as the indirect owner of the class A units of OCG; and (viii) BAM Partners Trust, in its capacity as the sole owner of Class B Limited Voting Shares of BAM (together with Fund GP, 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. Fund VI (the "Trading Fund") has entered into cash-settled total return swaps with respect to the number of common shares of SunOpta Inc. (the "Issuer") specified herein (the "Cash-Settled Swaps"). The Cash-Settled Swaps provide the Trading Fund with economic results that are comparable to the economic results of ownership of the Issuer's common shares listed in column 7 above (the "Subject Shares"). Upon termination of the the Cash-Settled Swaps, 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 Swaps were initially executed at the prices listed in column 2 above. The Cash-Settled Swaps are exclusively cash-settled and do 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 Swaps do 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 Swaps are unaffiliated third party financial institutions. The Cash-Settled Swaps may generally be terminated by the Trading Fund on any business day, subject to customary adjustments and limitations.

6. Under the terms of the Cash-Settled Swaps, 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 Swaps.

8. See Footnote 4 above discussing the Trading Fund's ability to terminate the Cash-Settled Swaps on any business day, subject to customary adjustments and limitations.

Remarks:

	OAKTREE FUND GP, LLC By: Oaktree Fund GP I, L.P. Its: Managing Member By: /s/ Ting He, Authorized Signatory	07/06/2021
	OAKTREE FUND GP I, L.P. By: /s/ Ting He, Authorized Signatory	07/06/2021
	OAKTREE CAPITAL I, L.P. By: /s/ Ting He, Senior Vice President	07/06/2021
	OCM HOLDINGS I, LLC By: /s/ Ting He, Senior Vice President	07/06/2021
	OAKTREE HOLDINGS, LLC By: /s/ Ting He, Senior Vice President	07/06/2021
	OAKTREE CAPITAL GROUP, LLC By: Oaktree Capital Group Holdings GP, LLC Its: Manager By: /s/ Ting He, Senior Vice President	07/06/2021
	OAKTREE CAPITAL GROUP HOLDINGS GP, LLC By: /s/ Ting He, Senior Vice President	07/06/2021
	BROOKFIELD ASET MANAGEMENT INC. By: /s/ Kathy Sarpash, Senior Vice-President, Legal & Regulatory	07/06/2021
	BAM Partners Trust, By: BAM Class B Partners Inc., Its: Trustee, By: /s/ Kathy Sarpash, Its: Secretary	07/06/2021
	** 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).
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