4//SEC Filing
Oaktree Capital I, L.P. 4
Accession 0000899243-21-007577
CIK 0000351834other
Filed
Feb 21, 7:00 PM ET
Accepted
Feb 22, 5:40 PM ET
Size
28.1 KB
Accession
0000899243-21-007577
Insider Transaction Report
Form 4
SunOpta Inc.STKL
Oaktree Organics, L.P.
10% Owner
Transactions
- Conversion
Series A Preferred Stock
2021-02-22−71,196→ 0 total→ Common Stock (10,581,759 underlying) - Other
Special Shares, Series 1
2021-02-22−10,170,857→ 0 total(indirect: See Footnotes) - Conversion
Common Stock
2021-02-22$7.00/sh+10,581,759$74,072,313→ 17,315,893 total
OAKTREE HOLDINGS, LLC
10% Owner
Transactions
- Other
Special Shares, Series 1
2021-02-22−10,170,857→ 0 total(indirect: See Footnotes) - Conversion
Common Stock
2021-02-22$7.00/sh+10,581,759$74,072,313→ 17,315,893 total - Conversion
Series A Preferred Stock
2021-02-22−71,196→ 0 total→ Common Stock (10,581,759 underlying)
Transactions
- Other
Special Shares, Series 1
2021-02-22−10,170,857→ 0 total(indirect: See Footnotes) - Conversion
Series A Preferred Stock
2021-02-22−71,196→ 0 total→ Common Stock (10,581,759 underlying) - Conversion
Common Stock
2021-02-22$7.00/sh+10,581,759$74,072,313→ 17,315,893 total
BROOKFIELD Corp /ON/
10% Owner
Transactions
- Conversion
Series A Preferred Stock
2021-02-22−71,196→ 0 total→ Common Stock (10,581,759 underlying) - Conversion
Common Stock
2021-02-22$7.00/sh+10,581,759$74,072,313→ 17,315,893 total - Other
Special Shares, Series 1
2021-02-22−10,170,857→ 0 total(indirect: See Footnotes)
Oaktree Fund GP, LLC
10% Owner
Transactions
- Conversion
Series A Preferred Stock
2021-02-22−71,196→ 0 total→ Common Stock (10,581,759 underlying) - Conversion
Common Stock
2021-02-22$7.00/sh+10,581,759$74,072,313→ 17,315,893 total - Other
Special Shares, Series 1
2021-02-22−10,170,857→ 0 total(indirect: See Footnotes)
OAKTREE FUND GP I, L.P.
10% Owner
Transactions
- Conversion
Series A Preferred Stock
2021-02-22−71,196→ 0 total→ Common Stock (10,581,759 underlying) - Conversion
Common Stock
2021-02-22$7.00/sh+10,581,759$74,072,313→ 17,315,893 total - Other
Special Shares, Series 1
2021-02-22−10,170,857→ 0 total(indirect: See Footnotes)
Oaktree Capital Group, LLC
10% Owner
Transactions
- Other
Special Shares, Series 1
2021-02-22−10,170,857→ 0 total(indirect: See Footnotes) - Conversion
Common Stock
2021-02-22$7.00/sh+10,581,759$74,072,313→ 17,315,893 total - Conversion
Series A Preferred Stock
2021-02-22−71,196→ 0 total→ Common Stock (10,581,759 underlying)
Partners Ltd
10% Owner
Transactions
- Other
Special Shares, Series 1
2021-02-22−10,170,857→ 0 total(indirect: See Footnotes) - Conversion
Common Stock
2021-02-22$7.00/sh+10,581,759$74,072,313→ 17,315,893 total - Conversion
Series A Preferred Stock
2021-02-22−71,196→ 0 total→ Common Stock (10,581,759 underlying)
Oaktree Capital I, L.P.
10% Owner
Transactions
- Conversion
Series A Preferred Stock
2021-02-22−71,196→ 0 total→ Common Stock (10,581,759 underlying) - Conversion
Common Stock
2021-02-22$7.00/sh+10,581,759$74,072,313→ 17,315,893 total - Other
Special Shares, Series 1
2021-02-22−10,170,857→ 0 total(indirect: See Footnotes)
OCM HOLDINGS I, LLC
10% Owner
Transactions
- Conversion
Common Stock
2021-02-22$7.00/sh+10,581,759$74,072,313→ 17,315,893 total - Other
Special Shares, Series 1
2021-02-22−10,170,857→ 0 total(indirect: See Footnotes) - Conversion
Series A Preferred Stock
2021-02-22−71,196→ 0 total→ Common Stock (10,581,759 underlying)
Footnotes (4)
- [F1]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.
- [F2]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.
- [F3]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 of Class B Limited Voting Shares of BAM (each a "Reporting Person" and, collectively, the "Reporting Persons").
- [F4]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.
Documents
Issuer
SunOpta Inc.
CIK 0000351834
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001403530
Filing Metadata
- Form type
- 4
- Filed
- Feb 21, 7:00 PM ET
- Accepted
- Feb 22, 5:40 PM ET
- Size
- 28.1 KB