Sec Form 4 Filing - WEST FACE CAPITAL INC. @ SunOpta Inc. - 2013-08-12

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 WEST FACE CAPITAL INC. 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) 2 BLOOR STREET EAST, SUITE 3000 3. Date of Earliest Transaction (MM/DD/YY) 08/12/2013 (Street) TORONTO, A6M4W 1A8 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 Shares, no par value 08/12/2013 S 750,000 D $ 8.952 ( 2 ) 6,960,200 I ( 1 ) See footnote ( 1 ) Common Shares, no par value 08/13/2013 S 360,200 D $ 9.1 ( 3 ) 6,600,000 I ( 1 ) See footnote ( 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other WEST FACE CAPITAL INC. 2 BLOOR STREET EAST SUITE 3000 TORONTO, A6M4W 1A8 X Boland Gregory A. 2 BLOOR STREET EAST, SUITE 3000 TORONTO, A6M4W 1A8 X Signatures WEST FACE CAPITAL INC., By: /s/ Alexander Singh, Attorney-in-fact for Gregory A. Boland, President and Chief Executive Officer of West Face Capital Inc. 08/14/2013 Signature of Reporting Person Date GREGORY A. BOLAND, By: /s/ Alexander Singh, Attorney-in-fact for Gregory A. Boland 08/14/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These shares of the Issuer's Common Shares, no par value (the "Shares"), are held directly by West Face Long Term Opportunities Global Master L.P., a Cayman Islands limited partnership ("WFGM"). These Shares may be deemed to be indirectly beneficially owned by the following, each of whom is a Reporting Person: West Face Capital Inc. ("West Face"), as investment manager to WFGM, and Gregory A. Boland, as the President and Chief Executive Officer of West Face. Each Reporting Person disclaims beneficial ownership of the Shares except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the Shares for purposes of Section 16 of the Securities Exchange Act of 1934, or for any other purpose. ( 2 )This price reflects the weighted average purchase price for open-market purchases of Shares made by the Reporting Persons on August 12, 2013. The Reporting Persons further undertake to provide upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares purchased at each separate price. ( 3 )This price reflects the weighted average purchase price for open-market purchases of Shares made by the Reporting Persons on August 13, 2013. The Reporting Persons further undertake to provide upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares purchased at each separate price.

Remarks: Exhibit List: The Joint Filing Agreement filed as Exhibit A, and the Power of Attorney filed as Exhibit B, to the Schedule 13D filed by the Reporting Persons on May 18, 2012 are incorporated herein by reference.

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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