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"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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| 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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
| ( 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) Partners Limited, 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 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 2,755,019 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 $6.0500. 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.
|* 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).|