Sec Form 3/A Filing - McCoy Pat @ SunOpta Inc. - 2017-02-09

FORM 3/A 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 McCoy Pat 2. Issuer Name and Ticker or Trading Symbol SunOpta Inc. [ STKL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) SVP, Food Service (Last) (First) (Middle) 7301 OHMS LANE SUITE 600 3. Date of Earliest Transaction (MM/DD/YY) 02/09/2017 (Street) EDINA, MN55439 4. If Amendment, Date Original Filed (MM/DD/YY) 02/16/2017 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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

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 Non-Qualified Stock Option (Right to Buy) $ 9.5 ( 1 ) 05/24/2027 Common Shares 16,509 ( 2 ) D Incentive Stock Option (Right to Buy) $ 9.5 ( 1 ) 05/24/2027 Common Shares 7,912 ( 2 ) D Restricted Stock Units ( 5 ) ( 3 ) ( 4 ) Common Shares 10,940 ( 2 ) D Performance Share Units ( 7 ) ( 6 ) ( 4 ) Common Shares 54,702 ( 2 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other McCoy Pat 7301 OHMS LANE SUITE 600 EDINA, MN55439 SVP, Food Service Signatures /s/ Jill Barnett attorney-in-fact 03/28/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The grant cliff vests after 3 years on May 24, 2020. ( 2 )These shares were omitted from the reporting person's original Form 3. ( 3 )On May 24, 2017 the reporting person was granted 10,940 Restricted Stock Units, vesting in three equal annual installments beginning on the first anniversary of the grant date. ( 4 )This award has no expiration date. Units will either vest or be forfeit. ( 5 )Each Restricted Stock Unit represents a contingent right to receive one share of STKL common stock. ( 6 )The Performance Stock Units will vest, if at all, on May 24, 2020 based upon meeting the following stock performance conditions for 20 consecutive trading days: one-third of the Performance Stock Units eligible to vest upon achieving a stock price of $11.00, one-third of the Performance Stock Units eligible to vest upon achieving a stock price of $14.00, and one-third of the Performance Stock Units eligible to vest upon achieving a stock price of $18.00. ( 7 )Each Performance Stock Unit represents a contingent right to receive one share of STKL common stock.

Remarks: EXHIBIT LISTExhibit 24 - Power of Attorney

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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