Sec Form 4 Filing - ARDSLEY ADVISORY PARTNERS LP @ SunOpta Inc. - 2020-08-05

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 ARDSLEY ADVISORY PARTNERS LP 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) X __ Other (specify below) See Footnotes(1)(2) (Last) (First) (Middle) 262 HARBOR DRIVE, 4TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 08/05/2020 (Street) STAMFORD, CT06902 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 Common Stock 08/05/2020 S( 3 ) 25,000 D $ 6.56 12,080,155 I See Footnotes ( 1 ) ( 2 ) ( 3 ) Common Stock 08/05/2020 S( 3 ) 25,000 D $ 7.1 12,055,155 I See Footnotes ( 1 ) ( 2 ) ( 3 ) Common Stock 08/05/2020 S( 3 ) 50,000 D $ 6.31 12,005,155 I See Footnotes ( 1 ) ( 2 ) ( 3 ) Common Stock 08/06/2020 S( 3 ) 12,500 D $ 6.77 11,992,655 I See Footnotes ( 1 ) ( 2 ) ( 3 )

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ARDSLEY ADVISORY PARTNERS LP 262 HARBOR DRIVE, 4TH FLOOR STAMFORD, CT06902 X See Footnotes(1)(2) Ardsley Advisory Partners GP LLC 262 HARBOR DRIVE, 4TH FLOOR STAMFORD, CT06902 See Footnotes(1)(2) Ardsley Partners I GP LLC 262 HARBOR DRIVE, 4TH FLOOR STAMFORD, CT06902 See Footnotes(1)(2) HEMPLEMAN PHILIP J 262 HARBOR DRIVE, 4TH FLOOR STAMFORD, CT06902 See Footnotes(1)(2) Ardsley Partners Renewable Energy Fund, L.P. 262 HARBOR DRIVE, 4TH FLOOR STAMFORD, CT06902 See Footnotes(1)(2) Ardsley Healthcare Fund, L.P. 262 HARBOR DRIVE, 4TH FLOOR STAMFORD, CT06902 See Footnotes(1)(2) Ardsley Duckdive Fund, L.P. 262 HARBOR DRIVE, 4TH FLOOR STAMFORD, CT06902 See Footnotes(1)(2) Ardsley Ridgecrest Partners Fund, L.P. 262 HARBOR DRIVE, 4TH FLOOR STAMFORD, CT06902 See Footnotes(1)(2) Signatures /s/ Steve Napoli, Partner 08/07/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This Form 4 is being filed by Ardsley Advisory Partners LP (the "Advisor") on behalf of itself and Ardsley Advisory Partners GP LLC (the "Advisor General Partner"), Ardsley Partners I GP LLC (the "General Partner"), Ardsley Partners Renewable Energy Fund, L.P. (the "Renewable Energy Fund"), Ardsley Healthcare Fund, L.P. (the "Healthcare Fund"), Ardsley Duckdive Fund, L.P. (the "Duckdive Fund"), Ardsley Ridgecrest Partners Fund, LP (the "Ridgecrest Fund") and Philip J. Hempleman ("Hempleman" and, together with the Advisor, the Advisor General Partner, the General Partner, the Renewable Energy Fund, the Healthcare Fund, the Duckdive Fund, and the Ridgecrest Fund, the "Reporting Persons"). ( 2 )(Continued from Footnote 1) The Advisor General Partner serves as general partner to the Advisor. The General Partner serves as general partner to the Renewable Energy Fund, the Healthcare Fund, the Duckdive Fund, and the Ridgecrest Fund. Hempleman serves as managing member to the Advisor, the Advisor General Partner, and the General Partner. ( 3 )The amounts set forth in Table I reflect the 112,500 shares of Common Stock sold by the Renewable Energy Fund in the open market transactions requiring the filing of this statement. In accordance with Instruction 4(b)(iv) of Form 4, the entire amount of the Issuer's securities held by the Reporting Persons is reported herein. Each of the Advisor, the Advisor General Partner, the General Partner, and Hempleman disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of his/its indirect pecuniary interest therein, and this report shall not be deemed an admission that either the Advisor, the Advisor General Partner, the General Partner, or Hempleman are the beneficial owner of such securities for purposes of Section 16 or for any other purposes.

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).

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