Sec Form 4 Filing - Oaktree Huntington Investment Fund II, L.P. @ SunOpta Inc. - 2020-04-24

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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Oaktree Huntington Investment Fund II, L.P.
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)
(Last) (First) (Middle)
C/O OAKTREE CAPITAL MANAGEMENT, L.P., 333 SOUTH GRAND AVENUE, 28TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
04/24/2020
(Street)
LOS ANGELES, CA90071
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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
Special Shares, Series 2 ( 1 ) 04/24/2020 J( 1 ) 0 A $ 0 0 D ( 1 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Series B-1 Preferred Stock ( 5 ) 04/24/2020 P 2,461.48 ( 5 ) ( 5 ) Common Shares 984,592 ( 6 ) $ 1,000 2,461.48 ( 5 ) D ( 2 ) ( 3 ) ( 4 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Oaktree Huntington Investment Fund II, L.P.
C/O OAKTREE CAPITAL MANAGEMENT, L.P.
333 SOUTH GRAND AVENUE, 28TH FLOOR
LOS ANGELES, CA90071
X
Oaktree Huntington Investment Fund II GP, L.P.
C/O OAKTREE CAPITAL MANAGEMENT, L.P.
333 SOUTH GRAND AVENUE, 28TH FLOOR
LOS ANGELES, CA90071
X
Oaktree Fund GP, LLC
C/O OAKTREE CAPITAL MANAGEMENT, L.P.
333 SOUTH GRAND AVENUE, 28TH FLOOR
LOS ANGELES, CA90071
X
OAKTREE FUND GP I, L.P.
C/O OAKTREE CAPITAL MANAGEMENT, L.P.
333 SOUTH GRAND AVENUE, 28TH FLOOR
LOS ANGELES, CA90071
X
Oaktree Capital I, L.P.
C/O OAKTREE CAPITAL MANAGEMENT, L.P.
333 SOUTH GRAND AVENUE, 28TH FLOOR
LOS ANGELES, CA90071
X
OCM HOLDINGS I, LLC
C/O OAKTREE CAPITAL MANAGEMENT, L.P.
333 SOUTH GRAND AVENUE, 28TH FLOOR
LOS ANGELES, CA90071
X
OAKTREE HOLDINGS, LLC
C/O OAKTREE CAPITAL MANAGEMENT, L.P.
333 SOUTH GRAND AVENUE, 28TH FLOOR
LOS ANGELES, CA90071
X
Oaktree Capital Group, LLC
C/O OAKTREE CAPITAL MANAGEMENT, L.P.
333 SOUTH GRAND AVENUE, 28TH FLOOR
LOS ANGELES, CA90071
X
Oaktree Capital Group Holdings GP, LLC
C/O OAKTREE CAPITAL MANAGEMENT, L.P.
333 SOUTH GRAND AVENUE, 28TH FLOOR
LOS ANGELES, CA90071
X
BROOKFIELD ASSET MANAGEMENT INC.
C/O OAKTREE CAPITAL MANAGEMENT, L.P.
333 SOUTH GRAND AVENUE, 28TH FLOOR
LOS ANGELES, CA90071
X
Signatures
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 04/28/2020
Signature of Reporting Person Date
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 04/28/2020
Signature of Reporting Person Date
OAKTREE FUND GP, LLC By: Oaktree Fund GP I, L.P. Its: Managing Member By: /s/ Ting He, Authorized Signatory 04/28/2020
Signature of Reporting Person Date
OAKTREE FUND GP I, L.P. By: /s/ Ting He, Authorized Signatory 04/28/2020
Signature of Reporting Person Date
OAKTREE CAPITAL I, L.P. By: /s/ Ting He, Vice President 04/28/2020
Signature of Reporting Person Date
OCM HOLDINGS I, LLC By: /s/ Ting He, Vice President 04/28/2020
Signature of Reporting Person Date
OAKTREE HOLDINGS, LLC By: /s/ Ting He, Vice President 04/28/2020
Signature of Reporting Person Date
OAKTREE CAPITAL GROUP, LLC By: Oaktree Capital Group Holdings GP, LLC Its: Manager By: /s/ Ting He, Vice President 04/28/2020
Signature of Reporting Person Date
OAKTREE CAPITAL GROUP HOLDINGS GP, LLC By: /s/ Ting He, Vice President 04/28/2020
Signature of Reporting Person Date
BROOKFIELD ASSET MANAGEMENT INC. By: /s/ Jessica Diab, Vice President, Legal & Regulatory 04/28/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents up to 6,000,0000 Special Shares, Series 2 (the "Special Voting Shares") that, subject to certain caps (the "Voting Trust Caps") as provided in the Voting Trust Agreement (as defined below), may be issued and deposited with OCM SunOpta Trustee LLC, an affiliate of the Reporting Persons (as defined below), as trustee (the "Trustee") for and on behalf of Oaktree Huntington Investment Fund II, L.P. ("OHIF") and other holders of Preferred Shares (as defined below) of SunOpta Foods Inc. (the "Subsidiary") from time to time pursuant to a voting trust agreement dated April 24, 2020 (the "Voting Trust Agreement"), among SunOpta Inc. (the "Company"), the Subsidiary, OHIF, Oaktree Organics, L.P. and the Trustee. The Special Shares serve as the mechanism for attaching exchanged voting to the Preferred Shares. As a result of the Voting Trust Caps, no Special Voting Shares have been issued to the Reporting Persons (as defined below).
( 2 )OHIF directly owns the securities reported herein. This Form 4 is also being filed by (i) Oaktree Huntington Investment Fund II GP, L.P. ("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;. (vii) Oaktree Capital Group, LLC ("OCG") in its capacity as the managing member of Holdings LLC;
( 3 )(Continued from footnote 2) (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").
( 4 )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.
( 5 )Shares of the Series B-1 Preferred Stock of the Subsidiary (the "Preferred Shares") may be exchanged at any time into the number of Common Shares of the Company, subject to certain restrictions including those set forth in Note (6) below, equal to, per Preferred Share, the quotient of the liquidation preference of the Preferred Share divided by $2.50 (the "Exchange Price"), subject to customary anti-dilution adjustments, pr ovided that the Exchange Price may not be lower than $2.00 (subject to adjustment in certain circumstances). The Preferred Shares have no expiration date.
( 6 )The number of Common Shares reported herein represents the number of Common Shares that would be issuable upon the exchange of all of the 2,461.48 Preferred Shares held by OHIF without giving effect to the Exchange Caps and the Rights Plan Exchange Cap (each as defined in the Subsidiary's Second Amended and Restated Certificate of Incorporation). The Exchange Caps and the Rights Plan Exchange Cap limit the number Common Shares that are exchangeable by the Reporting Persons for the Preferred Shares.

Remarks:
Form 1 of 2.

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