Sec Form 4 Filing - Oaktree Organics, L.P. @ SunOpta Inc. - 2021-02-22

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 Organics, 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) 02/22/2021 (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 1 ( 1 ) 02/22/2021 J 10,170,857 D $ 0 0 I See Footnotes ( 1 ) ( 3 ) ( 4 ) Common Stock 02/22/2021 C 10,581,759 A $ 7 17,315,893 D ( 3 ) ( 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 (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 Sha res Series A Preferred Stock ( 2 ) ( 2 ) 02/22/2021 C 71,196 ( 2 ) ( 2 ) Common Stock 10,581,759 $ 0 0 D ( 3 ) ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Oaktree Organics, 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 Partners Ltd C/O OAKTREE CAPITAL MANAGEMENT, L.P. 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES, CA90071 X Signatures OAKTREE ORGANICS, L.P. By: Oaktree Fund GP, LLC Its: GP, By: Oaktree Fund GP I, L.P. Its: Managing Member By: /s/ Ting He, Authorized Signatory, /s/ Brian Price, Authorized Signatory 02/18/2021 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, /s/ Brian Price, Authorized Signatory 02/18/2021 Signature of Reporting Person Date OAKTREE FUND GP I, L.P. By: /s/ Ting He, Authorized Signatory, /s/ Brian Price, Authorized Signatory 02/18/2021 Signature of Reporting Person Date OAKTREE CAPITAL I, L.P. By: /s/ Ting He, Senior Vice President, /s/ Brian Price, Senior Vice President 02/18/2021 Signature of Reporting Person Date OCM HOLDINGS I, LLC By: /s/ Ting He, Senior Vice President, /s/ Brian Price, Senior Vice President 02/18/2021 Signature of Reporting Person Date OAKTREE HOLDINGS, LLC By: /s/ Ting He, Senior Vice President, /s/ Brian Price, Senior Vice President 02/18/2021 Signature of Reporting Person Date OAKTREE CAPITAL GROUP, LLC, By: /s/ Ting He, Senior Vice President, /s/ Brian Price Senior Vice President 02/18/2021 Signature of Reporting Person Date OAKTREE CAPITAL GROUP HOLDINGS GP, LLC By: /s/ Ting He, Senior Vice President, /s/ Brian Price Senior Vice President 02/18/2021 Signature of Reporting Person Date BROOKFIELD ASSET MANAGEMENT INC. By: /s/ Jessica Diab, Vice President, Legal & Regulatory 02/18/2021 Signature of Reporting Person Date PARTNERS LIMITED By: /s/ Lisa Chu, Treasurer 02/18/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Special Shares, Series 1 (the "Special Voting Shares") were issued to and deposited with 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 II") and other holders of Series A Preferred Shares of SunOpta Foods Inc. (the "Subsidiary") from time to time pursuant to a voting trust agreement dated October 7, 2016 (the "Voting Trust Agreement"), among SunOpta Inc. (the "Company"), the Subsidiary, Organics, Oaktree Huntington Investment Fund II, L.P. and the Trustee. The number of Special Voting Shares represents the number of Common Shares exchangeable for the Preferred Shares (as defined below), subject to certain adjustments and restrictions. ( 2 )The Series A 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, equal to, per Preferred Share, the quotient of the liquidation preference of the Preferred Share divided by $7.00 (the "Exchange Price"), subject to customary anti-dilution adjustments, provided that the Exchange. The Preferred Shares have no expiration date. ( 3 )This Form 4 is also being filed by (i) Oaktree Fund GP, LLC ("Fund GP") in its capacity as general partner of Organics (ii) Oaktree Fund GP I, L.P. ("GP I") in its capacity as managing member of Fund GP; (iii) Oaktree Capital I, L.P. ("Capital I") in its capacity as the general partner of GP I; (iv) OCM Holdings I, LLC ("Holdings I") in its capacity as the general partner of Capital I; (v) Oaktree Holdings, LLC ("Holdings LLC") in its capacity as the managing member of Holdings I;. (vi) Oaktree Capital Group, LLC ("OCG") in its capacity as the managing member of Holdings LLC; (vii) Oaktree Capital Group Holdings GP, LLC ("OCGH GP") in its capacity as the duly appointed manager of OCG; (viii) Brookfield Asset Management, Inc. ("BAM") in its capacity as the indirect owner of the class A units of OCG and (ix) Partners Limited, in its capacity as the sole owner o f 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.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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