Ownership Submission
FORM 4
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 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 *
COLO DAVID
   2. Issuer Name and Ticker or Trading Symbol
SunOpta Inc. [STKL] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President and CEO
(Last)
(First)
(Middle)
7301 OHMS LANE, SUITE 600		 3. Date of Earliest Transaction (Month/Day/Year)
02/06/2017
(Street)

EDINA, MN 55439		 4. If Amendment, Date Original Filed(Month/Day/Year)
 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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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
(Month/Day/Year)		 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 (1) 02/06/2017   A   50,000     (2)   (3) common shares 50,000 $ 0 50,000 D  
Stock Option (Right to Buy) $ 7 02/06/2017   A   473,940     (4) 02/06/2027 common shares 473,940 $ 0 523,940 D  
Performance Stock Units (5) 02/06/2017   A   277,780     (6)   (7) common shares 277,780 $ 0 801,720 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
COLO DAVID
7301 OHMS LANE
SUITE 600
EDINA, MN 55439		   X     President and CEO  

Signatures

 /s/ David J. Colo   02/08/2017
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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) Each Restricted Stock Unit represents a contingent right to receive one share of STKL common stock.
(2) The Restricted Stock Units vest in three equal annual installments beginning on February 6, 2018.
(3) The Restricted Stock Units do not have an expiration date.
(4) The Stock Options will vest, if at all, on February 6, 2020 based upon (i) the reporting person's continued employment with SunOpta Inc. and (ii) meeting the following stock performance conditions for 20 consecutive trading days: one-third of the Stock Options eligible to vest upon achieving a stock price of $11.00, one-third of the Stock Options eligible to vest upon achieving a stock price of $14.00, and one-third of the Stock Options eligible to vest upon achieving a stock price of $18.00.
(5) Each Performance Stock Unit represents a contingent right to receive one share of STKL common stock.
(6) The Performance Stock Units will vest, if at all, on February 6, 2020 based upon (i) the reporting person's continued employment with SunOpta Inc. and (ii) meeting the following stock performance conditions for 20 consecutive trading days: one-third of the Performance Stock Units eligible to vest upon achieving a stock price of $11.00, one-third of the Performance Stock Units eligible to vest upon achieving a stock price of $14.00, and one-third of the Performance Stock Units eligible to vest upon achieving a stock price of $18.00.
(7) The Performance Stock Units do not have an expiration date.

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