Sec Form 3 Filing - Huckins Scott E. @ SunOpta Inc. - 2019-09-03

FORM 3 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 Huckins Scott E. 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) CFO (Last) (First) (Middle) 7301 OHMS LANE, SUITE 600 3. Date of Earliest Transaction (MM/DD/YY) 09/03/2019 (Street) EDINA, MN55439 4. If Amendment, Date Original Filed (MM/DD/YY) 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 Common Shares 0 D

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 Restricted Stock Units ( 3 ) ( 1 ) ( 2 ) Common Shares 173,319 D Stock Option (Right to Buy) $ 2.38 ( 4 ) 09/03/2029 Common Shares 262,182 D Performance Stock Units ( 7 ) ( 5 ) ( 6 ) Common Shares 173,319 D Performance Stock Units ( 7 ) ( 8 ) ( 6 ) Common Shares 173,319 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Huckins Scott E. 7301 OHMS LANE SUITE 600 EDINA, MN55439 CFO Signatures /s/ Jill Barnett, attorney-in-fact 09/09/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Restricted Stock Units vest in three equal annual installments beginning on September 3, 2020, subject to the continued employment of the reporting person through each such vesting date. ( 2 )The Restricted Stock Units do not have an expiration date. ( 3 )Each Restricted Stock Unit represents a contingent right to receive one share of STKL common stock. ( 4 )The Company granted the reporting person 262,182 time-based stock options (the "Special Stock Options") as of September 3, 2019. The vesting of the Special Stock Options is subject to the reporting person's continued employment with the Company through September 3, 2022. ( 5 )The reporting person was granted 173,319 performance stock units (the "Special Performance Units") as of September 3, 2019. The vesting of the Special Performance Units is subject to (i) the satisfaction of certain fiscal year EBITDA and (ii) the reporting person's continued employment with the Company through the applicable vesting date. For the EBITDA performance conditions, 57,773 of the Special Performance Units will vest upon the Company achieving annual adjusted EBITDA of $80,000,000, another 57,773 will vest upon the Company achieving annual adjusted EBITDA of $110,000,000, and the final 57,773 will vest upon the Company achieving annual adjusted EBITDA of $140,000,000, and subject to continued employment through the end of the fiscal year the EBITDA performance condition is achieved. ( 6 )The Performance Stock Units do not have an expiration date. ( 7 )Each Performance Stock Unit represents a contingent right to receive one share of STKL common stock. ( 8 )The reporting person was granted 173,319 performance stock units (the "Special Performance Units") as of September 3, 2019. The vesting of the Special Performance Units is subject to (i) the satisfaction of certain stock price performance conditions and (ii) the reporting person's continued employment with the Company through the applicable vesting date. For the stock price performance conditions, 57,773 of the Special Performance Units will vest upon achieving a volume weighted average trading stock price of $5.00 per share, another 57,773 will vest upon achieving a stock price of $9.00 per share, and the final 57,773 will vest upon achieving a stock price of $14.00 per share, in each case for 20 consecutive trading days and subject to continued employment through the date the stock price performance condition is achieved.

Remarks: Exhibit List Exhibit 24: Power of Attorney

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