Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
SunOpta Inc.
(Name of Issuer)
Common Shares, no par value
(Title of Class of Securities)
8676EP108
(CUSIP Number)
Todd E. Molz
Managing Director, General Counsel and Chief Administrative Officer
Oaktree Capital Group Holdings GP, LLC
333 South Grand Avenue, 28th Floor
Los Angeles, California 90071
(213) 830-6300
With a copy to:
Dennis M. Myers, P.C.
Kirkland & Ellis LLP
300 N. LaSalle Street
Chicago, Illinois 60654
(312) 862-2000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
February 10, 2021
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7(b) for other parties to whom copies are to be sent.
* | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 8676EP108
1 |
NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oaktree Organics, L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
OO (See Item 3) | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
17,315,893 | ||||
8 | SHARED VOTING POWER
None | |||||
9 | SOLE DISPOSITIVE POWER
17,315,893 | |||||
10 | SHARED DISPOSITIVE POWER
None |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,315,893 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.2% | |||||
14 | TYPE OF REPORTING PERSON
PN |
CUSIP No. 8676EP108
1 |
NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oaktree Huntington Investment Fund II, L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
OO | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
3,410,233 | ||||
8 | SHARED VOTING POWER
None | |||||
9 | SOLE DISPOSITIVE POWER
3,410,233 | |||||
10 | SHARED DISPOSITIVE POWER
None |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON < /p> 3,410,233 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.7% | |||||
14 | TYPE OF REPORTING PERSON
PN |
CUSIP No. 8676EP108
1 |
NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oaktree Huntington Investment Fund II GP, L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
Not applicable | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
3,410,233 (1) | ||||
8 | SHARED VOTING POWER
None | |||||
9 | SOLE DISPOSITIVE POWER
3,410,233 (1) | |||||
10 | SHARED DISPOSITIVE POWER
None |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,410,233 (1) | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.7% | |||||
14 | TYPE OF REPORTING PERSON
PN |
(1) | Solely in its capacity as the general partner of Oaktree Huntington Investment Fund II, L.P. |
CUSIP No. 8676EP108
1 |
NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oaktree Fund GP, LLC | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
Not applicable | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
20,726,126 (1) | ||||
8 | SHARED VOTING POWER
None | |||||
9 | SOLE DISPOSITIVE POWER
20,726,126 (1) | |||||
10 | SHARED DISPOSITIVE POWER
None |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,726,126 (1) | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.2% | |||||
14 | TYPE OF REPORTING PERSON
OO |
(1) | Solely in its capacity as the general partner of Oaktree Huntington Investment Fund II GP, L.P. and Oaktree Organics, L.P. |
CUSIP No. 8676EP108
1 |
NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oaktree Fund GP I, L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
Not applicable | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
20,726,126 (1) | ||||
8 | SHARED VOTING POWER
None | |||||
9 | SOLE DISPOSITIVE POWER
20,726,126 (1) | |||||
10 | SHARED DISPOSITIVE POWER
None |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,726,126 (1) | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.2% | |||||
14 | TYPE OF REPORTING PERSON
PN |
(1) | Solely in its capacity as the managing member of Oaktree Fund GP, LLC. |
CUSIP No. 8676EP108
1 |
NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oaktree Capital I, L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
Not applicable | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
20,726,126 (1) | ||||
8 | SHARED VOTING POWER
None | |||||
9 | SOLE DISPOSITIVE POWER
20,726,126 (1) | |||||
10 | SHARED DISPOSITIVE POWER
None |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,726,126 (1) | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.2% | |||||
14 | TYPE OF REPORTING PERSON
PN |
(1) | Solely in its capacity as the general partner of Oaktree Fund GP I, L.P. |
CUSIP No. 8676EP108
1 |
NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
OCM Holdings I, LLC | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
Not applicable | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
20,726,126 (1) | ||||
8 | SHARED VOTING POWER
None | |||||
9 | SOLE DISPOSITIVE POWER
20,726,126 (1) | |||||
10 | SHARED DISPOSITIVE POWER
None |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,726,126 (1) | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.2% | |||||
14 | TYPE OF REPORTING PERSON
OO |
(1) | Solely in its capacity as the general partner of Oaktree Capital I, L.P. |
CUSIP No. 8676EP108
1 |
NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oaktree Holdings, LLC | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
Not applicable | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
20,726,126 (1) | ||||
8 | SHARED VOTING POWER
None | |||||
9 | SOLE DISPOSITIVE POWER
20,726,126 (1) | |||||
10 | SHARED DISPOSITIVE POWER
None |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,726,126 (1) | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.2% | |||||
14 | TYPE OF REPORTING PERSON
OO |
(1) | Solely in its capacity as the managing member of OCM Holdings I, LLC. |
CUSIP No. 8676EP108
1 |
NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oaktree Capital Group, LLC | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
Not applicable | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
20,726,126 (1) | ||||
8 | SHARED VOTING POWER
None | |||||
9 | SOLE DISPOSITIVE POWER
20,726,126 (1) | |||||
10 | SHARED DISPOSITIVE POWER
None |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,726,126 (1) | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.2% | |||||
14 | TYPE OF REPORTING PERSON
OO |
(1) | Solely in its capacity as the managing member of Oaktree Holdings, LLC. |
CUSIP No. 8676EP108
1 |
NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oaktree Capital Group Holdings GP, LLC | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
Not applicable | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
20,726,126 (1) | ||||
8 | SHARED VOTING POWER
None | |||||
9 | SOLE DISPOSITIVE POWER
20,726,126 (1) | |||||
10 | SHARED DISPOSITIVE POWER
None |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,726,126 (1) | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.2% | |||||
14 | TYPE OF REPORTING PERSON
OO |
(1) | Solely in its capacity as the indirect owner of the common shares of Oaktree Capital Group, LLC. |
CUSIP No. 8676EP108
1 |
NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Brookfield Asset Management Inc. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
Not applicable | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Ontario, Canada |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
20,726,126 (1) | ||||
8 | SHARED VOTING POWER
None | |||||
9 | SOLE DISPOSITIVE POWER
20,726,126 (1) | |||||
10 | SHARED DISPOSITIVE POWER
None |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,726,126 (1) | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.2% | |||||
14 | TYPE OF REPORTING PERSON
HC |
(1) | Solely in its capacity as the indirect owner of the class A units of Oaktree Capital Group, LLC. |
CUSIP No. 8676EP108
1 |
NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Partners Limited | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
Not applicable | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Ontario, Canada |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
20,726,126 (1) | ||||
8 | SHARED VOTING POWER
None | |||||
9 | SOLE DISPOSITIVE POWER
20,726,126 (1) | |||||
10 | SHARED DISPOSITIVE POWER
None |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,726,126 (1) | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.2% | |||||
14 | TYPE OF REPORTING PERSON
HC |
(1) | Solely in its capacity as the sole owner of Class B Limited Voting Shares of Brookfield Asset Management, Inc. |
CUSIP No. 8676EP108
Amendment No. 7 to Schedule 13D
This Amendment No. 8 (Amendment No. 8) amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the SEC) on October 17, 2016, as amended by Amendment No. 1 to the Schedule 13D filed on March 8, 2017, as further amended by Amendment No. 2 to the Schedule 13D filed on May 10, 2017, as further amended by Amendment No. 3 to Schedule 13D filed on May 17, 2017, as further amended by Amendment No. 4 to the Schedule 13D filed on December 15, 2017, as further amended by Amendment No. 5 to the Schedule 13D filed on April 21, 2020, as further amended by Amendment No. 6 to the Schedule 13D filed on April 24, 2020; and as further amended by Amendment No.7 to the Schedule 13D filed on August 20, 2020 (as amended, the Schedule 13D). Except as set forth herein, the Schedule 13D remains in full force and effect. Each capitalized term used but not defined herein has the meaning ascribed to such term in the Schedule 13D.
Item 5. | Interests in Securities of the Issuer |
Item 5 of the Schedule 13D is hereby amended and supplemented to add the following:
Ownership percentages set forth in this Amendment No. 8 are based upon a total of 89,937,726 Common Shares of the Issuer issued and outstanding as of October 28, 2020, as disclosed in the Issuers Quarterly Report on Form 10-Q for the quarterly period ended September 26, 2020, and, except as otherwise noted, assumes the exchange of Series A Preferred Stock and Series B-1 Preferred Stock beneficially owned by each Reporting Person, as applicable, into Common Shares (subject in all cases to the Series B-1 Exchange Caps to which the Oaktree Funds are subject, and described more fully in Item 6 of Amendment 5 to this Schedule 13D).
On February 10, 2021, Organics and OHIF II LP elected to exchange all shares of Series A Preferred Stock held by them into 10,581,759 Common Shares and 2,051,668 Common Shares, respectively. The exchange is expected to be completed on February 17, 2021.
Assuming completion of the exchange, Organics will directly hold 17,315,893 Common Shares representing approximately 17.2% of the issued and outstanding Common Shares, and have the sole power to vote and dispose of such Common Shares. This amount assumes no shares of Series B-1 Preferred Stock may currently be exchanged for Common Shares as a result of one or more of the Series B-1 Exchange Caps to which the Oaktree Funds are subject, as described more fully in Item 5 and Item 6 of Amendment No. 5 to this Schedule 13D.
Assuming completion of the exchange, OHIF II LP will directly hold 3,410,233 Common Shares representing approximately 3.7% of the issued and outstanding Common Shares, and have the sole power to vote and dispose of such Common Shares. This amount assumes no shares of Series B-1 Preferred Stock may currently be exchanged for Common Shares as a result of one of more of the Series B-1 Exchange Caps to which the Oaktree Funds are subject, as described more fully in Item 5 and Item 6 of Amendment No. 5 to this Schedule 13D.
Assuming completion of the exchange, on an aggregated basis, Organics and OHIF II LP will directly hold 20,726,126 Common Shares, representing 20.2% of the issued outstanding Common Shares. This amount assumes no shares of Series B-1 Preferred Stock may currently be exchanged for Common Shares as a result of one or more of the Series B-1 Exchange Caps to which the Oaktree Funds are subject, as described more fully in Item 5 and Item 6 of Amendment No. 5 to this Schedule 13D.
Subject to the Series B-1 Exchange Caps, the shares of Series B-1 Preferred Stock held by Organics and OHIF II LP are currently exchangeable into an aggregate of 5,090,082 and 999,251, respectively, of Common Shares.
In absence of the Series B-1 Exchange Caps, and assuming the exchange of the shares of Series B-1 Preferred Stock owned or controlled by the Oaktree Funds for Common Shares (but not the exchange of Series B-1 Preferred Stock owned or controlled by Engaged), the Oaktree Funds would collectively own approximately 24.7% of the then-outstanding Common Shares.
On February 10, 2021, Organics and OHIF II LP delivered a demand registration request pursuant the Investor Rights Agreement requesting the issuer register the resale of an aggregate of 20,726,126 Common Shares for resale under the U.S. Securities Act of 1933, as amended, by filing a shelf registration statement.
CUSIP No. 8676EP108
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated as of February 12, 2021
OAKTREE ORGANICS, L.P. | ||||
By: | Oaktree Fund GP, LLC | |||
Its: | General Partner | |||
By: | Oaktree Fund GP I, L.P. | |||
Its: | Managing Member | |||
By: | /s/ Ting He | |||
Name: | Ting He | |||
Title: | Authorized Signatory | |||
By: | /s/ Brian Price | |||
Name: | Brian Price | |||
Title: | Authorized Signatory | |||
OAKTREE HUNTINGTON INVESTMENT FUND II, L.P. | ||||
By: | Oaktree Huntington Investment Fund II GP, L.P. | |||
Its: | General Partner | |||
By: | Oaktree Fund GP, LLC | |||
Its: | General Partner | |||
By: | Oaktree Fund GP, I, L.P. | |||
Its: | Managing Member | |||
By: | /s/ Ting He | |||
Name: | Ting He | |||
Title: | Authorized Signatory | |||
By: | /s/ Brian Price | |||
Name: | Brian Price | |||
Title: | Authorized Signatory |
CUSIP No. 8676EP108
OAKTREE HUNTINGTON INVESTMENT FUND II GP, L.P. | ||||
By: | Oaktree Fund GP, LLC | |||
Its: | General Partner | |||
By: | Oaktree Fund GP I, L.P. | |||
Its: | Managing Member | |||
By: | /s/ Ting He | |||
Name: | Ting He | |||
Title: | Authorized Signatory | |||
By: | /s/ Brian Price | |||
Name: | Brian Price | |||
Title: | Authorized Signatory | |||
OAKTREE FUND GP, LLC | ||||
By: | Oaktree Fund GP I, L.P. | |||
Its: | Managing Member | |||
By: | /s/ Ting He | |||
Name: | Ting He | |||
Title: | Authorized Signatory | |||
By: | /s/ Brian Price | |||
Name: | Brian Price | |||
Title: | Authorized Signatory |
OAKTREE FUND GP I, L.P. | ||
By: | /s/ Ting He | |
Name: | Ting He | |
Title: | Authorized Signatory | |
By: | /s/ Brian Price | |
Name: | Brian Price | |
Title: | Authorized Signatory | |
OAKTREE CAPITAL I, L.P. | ||
By: | /s/ Ting He | |
Name: | Ting He | |
Title: | Vice President | |
By: | /s/ Brian Price | |
Name: | Brian Price | |
Title: | Senior Vice President |
CUSIP No. 8676EP108
OCM HOLDINGS I, LLC | ||
By: | /s/ Ting He | |
Name: | Ting He | |
Title: | Vice President | |
By: | /s/ Brian Price | |
Name: | Brian Price | |
Title: | Senior Vice President | |
OAKTREE HOLDINGS, LLC | ||
By: | /s/ Ting He | |
Name: | Ting He | |
Title: | Vice President | |
By: | /s/ Brian Price | |
Name: | Brian Price | |
Title: | Senior Vice President | |
OAKTREE CAPITAL GROUP, LLC | ||
By: | /s/ Ting He | |
Name: | Ting He | |
Title: | Vice President | |
By: | /s/ Brian Price | |
Name: | Brian Price | |
Title: | Senior Vice President |
OAKTREE CAPITAL GROUP HOLDINGS GP, LLC | ||
By: | /s/ Ting He | |
Name: | Ting He | |
Title: | Vice President | |
By: | /s/ Brian Price | |
Name: | Brian Price | |
Title: | Senior Vice President | |
BROOKFIELD ASSET MANAGEMENT INC. | ||
By: | /s/ Jessica Diab | |
Name: | Jessica Diab | |
Title: | Vice President, Legal & Regulatory | |
PARTNERS LIMITED | ||
By: | /s/ Brian Lawson | |
Name: | Brian Lawson | |
Title: | President |