Edgar Filing: Oaktree Capital Group Holdings GP, LLC

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Oaktree Organics, L.P.

2. Date of Event Requiring Statement (Month/Day/Year)
10/07/2016

3. Issuer Name and Ticker or Trading Symbol
SunOpta Inc. [STKL]

(Last)

(First)

(Middle)

C/O OAKTREE CAPITAL MANAGEMENT, L.P.,Â 333 SOUTH GRAND AVENUE, 28TH FLOOR

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

LOS ANGELES,Â CAÂ 90071

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 Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Special Shares, Series 1 ⁽¹⁾	9,492,800	I	See Footnotes ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Preferred Stock ⁽²⁾	Â ⁽²⁾	Â ⁽²⁾	Common Shares	9,492,800	$ ⁽²⁾	D ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Oaktree Organics, L.P. C/O OAKTREE CAPITAL MANAGEMENT, L.P. 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES,Â CAÂ 90071	Â	Â X	Â	Â
Oaktree Fund GP, LLC C/O OAKTREE CAPITAL MANAGEMENT, L.P. 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES,Â CAÂ 90071	Â	Â X	Â	Â
OAKTREE FUND GP I, L.P. C/O OAKTREE CAPITAL MANAGEMENT, L.P. 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES,Â CAÂ 90071	Â	Â X	Â	Â
Oaktree Capital I, L.P. C/O OAKTREE CAPITAL MANAGEMENT, L.P. 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES,Â CAÂ 90071	Â	Â X	Â	Â
OCM HOLDINGS I, LLC C/O OAKTREE CAPITAL MANAGEMENT, L.P. 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES,Â CAÂ 90071	Â	Â X	Â	Â
OAKTREE HOLDINGS, LLC C/O OAKTREE CAPITAL MANAGEMENT, L.P. 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES,Â CAÂ 90071	Â	Â X	Â	Â
Oaktree Capital Group, LLC C/O OAKTREE CAPITAL MANAGEMENT, L.P. 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES,Â CAÂ 90071	Â	Â X	Â	Â
Oaktree Capital Group Holdings GP, LLC C/O OAKTREE CAPITAL MANAGEMENT, L.P. 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES,Â CAÂ 90071	Â	Â X	Â	Â

Signatures

See signatures included in Exhibit 99.1		10/17/2016
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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).
(1)	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 Organics, L.P. ("Organics") 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.
(2)	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 $7.50 (the "Exchange Price"), subject to customary anti-dilution adjustments, provided that the Exchange Price may not be lower than $7.00 (subject to adjustment in certain circumstances). The Preferred Shares have no expiration date.
(3)	This Form 3 is also being filed by: (i) Oaktree Fund GP, LLC, a Delaware limited liability company ("GP LLC"), in its capacity as general partner of Organics; (ii) Oaktree Fund GP I, L.P., a Delaware limited partnership ("GP I"), in its capacity as managing member of GP LLC; (iii) Oaktree Capital I, L.P., a Delaware limited partnership ("Capital I"), in its capacity as general partner of GP I; (iv) OCM Holdings I, LLC, a Delaware limited liability company ("Holdings I"), in its capacity as general partner of Capital I; (v) Oaktree Holdings, LLC, a Delaware limited liability company ("Holdings"), in its capacity as managing member of Holdings I; (continued in footnote 4)
(4)	(Continued from footnote 3) (vi) Oaktree Capital Group, LLC, a Delaware limited liability company ("OCG"), in its capacity as the managing member of Holdings; and (vii) Oaktree Capital Group Holdings GP, LLC, a Delaware limited liability company ("OCGH GP" and together with Organics, GP LLC, GP I, Capital I, Holdings I, Holdings and OCG, collectively, the "Reporting Persons"), in its capacity as the duly elected manager of OCG.
(5)	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 3 shall not be construed as an admission that any such Reporting Person is the beneficial owner of any equity securities covered by this Form
(6)	OCGH GP is managed by an executive committee consisting of Howard S. Marks, Bruce A. Karsh, Sheldon M. Stone, Stephen A. Kaplan, John B. Frank, David M. Kirchheimer, and Jay S. Wintrob (the "OCGH GP Members"). In such capacity, the OCGH GP Members may be deemed to have indirect beneficial ownership of the Preferred Shares and Special Voting Shares reported herein. Each OCGH GP Member expressly disclaims beneficial ownership of the Preferred Shares and Special Voting Shares reported herein, except to the extent of his respective pecuniary interests therein, and the filing of this Form 3 shall not be construed as an admission that any such person is the beneficial owner of any equity securities covered by this Form 3.

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