Oaktree Huntington Investment Fund II, L.P. 4
4 · SunOpta Inc. · Filed May 5, 2026
Research Summary
AI-generated summary of this filing
SunOpta (STKL) 10% Owner Oaktree Sells 20.65M Shares
What Happened
- Oaktree Capital Group Holdings GP, LLC (reported as a 10% owner / manager of Oaktree entities) disposed of a large block of SunOpta (STKL) securities on May 1, 2026. The primary reported disposition was 20,651,812 common shares sold at $6.50 per share for proceeds of $134,236,778.
- In addition to that cash sale, the filing reports several derivative or non-cash dispositions: 2,932,453 shares reported at $0.00 (disposed for no consideration), 30,000 derivative shares (N/A price), and a couple of 1-share derivative entries. These derivative items reflect transfers/terminations tied to the Plan of Arrangement and related instruments, not routine open-market trades.
Key Details
- Transaction date: May 1, 2026; Form 4 filed May 5, 2026.
- Cash sale: 20,651,812 shares @ $6.50 = $134,236,778.
- Other reported dispositions: 2,932,453 shares @ $0.00 (no consideration), 30,000 derivative shares (N/A), plus small 1-share derivative entries.
- Shares owned after transaction: not specified in the provided filing summary.
- Notable footnotes:
- The dispositions were made in connection with a Plan of Arrangement between SunOpta and the purchaser (F1, F4).
- Series B-1 preferred stock held by Oaktree entities was converted/exchanged into Exchange Shares and then cashed out at $6.50 per share under the arrangement (F4, F5).
- Special Shares, Series 2, were disposed of for no consideration (F6).
- Certain Trading Funds had cash‑settled total return swaps that were terminated in connection with the transaction (F7); Oaktree entities act as GP/manager of those funds (F8).
- Reporting persons disclaim beneficial ownership except to the extent of pecuniary interest (F2).
- Filing timing: the Form 4 shows the trades occurred May 1 and the filing date is May 5, 2026 (investors may note the 4-day gap).
Context
- This was an institutional disposition tied to a corporate reorganization (Plan of Arrangement), not an ordinary insider open-market sale — the $6.50 per-share cash consideration came from the arrangement terms rather than a standard market trade.
- As a reported 10% owner and fund manager, Oaktree's filing reflects transfers across entities and derivative settlements; this is different from an executive signaling personal views by buying or selling stock.
Insider Transaction Report
Form 4Exit
SunOpta Inc.STKL
Transactions
- Sale
Common Shares
[F1][F2][F3]2026-05-01$6.50/sh−20,651,812$134,236,778→ 0 total(indirect: See) - Sale
Series B-1 Preferred Stock
[F4][F2][F5]2026-05-01−30,000→ 0 total(indirect: See)Exercise: $2.50→ Exchange Shares (12,178,666.4 underlying) - Sale
Special Shares, Series 2
[F6][F2]2026-05-01−2,932,453→ 0 total(indirect: See)Exercise: $0.00→ Special Shares - Sale
Cash-Settled Total Return Swap
[F7][F2][F8]2026-05-01−1→ 0 total(indirect: See)Exercise: $12.08→ Common Shares (871,170 underlying) - Sale
Cash-Settled Total Return Swap
[F7][F2][F8]2026-05-01−1→ 0 total(indirect: See)Exercise: $12.08→ Common Shares (4,404,034 underlying)
Footnotes (8)
- [F1]The reported securities were disposed of in connection with the consummation of the plan of arrangement (the "Plan of Arrangement") of SunOpta Inc. (the "Issuer") and 2786694 Alberta Ltd. (the "Purchaser").
- [F2]Oaktree Capital Holdings, LLC ("OCG") and Oaktree Capital Group Holdings GP, LLC ("OCGH GP"), in its capacity as the duly appointed manager of OCG, indirectly control each of the direct holders of the reported securities and, accordingly, may each be deemed to beneficially own the reported securities, but each of the reporting persons disclaims beneficial ownership except to the extent of its pecuniary interest therein.
- [F3]Represents 17,241,579 Common Shares held directly by Oaktree Organics, L.P. ("Oaktree Organics") and 3,410,233 Common Shares held directly by Oaktree Huntington Investment Fund II, L.P. ("OHIF").
- [F4]Pursuant to the Plan of Arrangement, each issued and outstanding share of the Series B-1 Preferred Stock in the capital of SunOpta Foods, Inc. ("Series B-1 Preferred Stock"), a wholly-owned subsidiary of the Issuer was transferred to the Issuer in exchange for an aggregate of 12,178,666.40 Exchange Shares, calculated by multiplying the number of shares of Series B-1 Preferred Stock by 405.9555467 (being the exchange rate of the Series B-1 Preferred Stock contemplated by their terms), and the resulting Exchange Shares were transferred to Purchaser in exchange for a cash payment of $6.50 per share.
- [F5]The reported securities were directly held as follows: (i) 12,538.52 shares of Series B-1 Preferred Stock held by Oaktree Organics; (ii) 2,461.48 shares of Series B-1 Preferred Stock held by OHIF; and (iii) 15,000 shares of Series B-1 Preferred Stock held by OCG.
- [F6]Represents Special Shares, Series 2, directly held by Oaktree Organics, OHIF, and OCG, which pursuant to the Plan of Arrangement, were disposed of for no consideration.
- [F7]OHIF and Oaktree Special Situations Fund, L.P. (together, the "Trading Funds") were parties to certain cash-settled total return swaps with respect to the reported number of common shares of the Issuer (the "Cash-Settled Swaps"). Pursuant to their terms, upon termination of the Cash-Settled Swaps, the Trading Funds were obligated to pay to the counterparty any negative price performance of the terminated quantity of the Issuer's common shares, and the counterparty was obligated to pay the Trading Funds any positive price performance of the specified quantity of the Issuer's common shares. In connection with consummation of the Plan of Arrangement, the Cash-Settled Swaps were terminated pursuant to their terms.
- [F8]OCG is indirectly the general partner or manager of each of the Trading Funds.