UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

                                                                                                                                                                                        

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SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 8)*

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

Supriya Kapoor

2 Bloor Street East, Suite 3000

Toronto, Ontario M4W 1A8

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

(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 Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in 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).

	SCHEDULE 13D
CUSIP No:   8676EP108		Page 2 of 6 Pages

 

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	WEST FACE CAPITAL INC.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Canada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			6,353,343
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			6,353,343
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	6,353,343
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	7.4%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO, FI

 

 

 

	SCHEDULE 13D
		Page 4 of 6 Pages

Item 1.

Security and Issuer

 

This Amendment No. 8 to Schedule 13D is being filed by West Face Capital Inc. (“West Face”) and Gregory A. Boland (“Mr. Boland”) (collectively, the “Reporting Persons”), pursuant to §240.13d-2(a), to amend the Schedule 13D filed on February 23, 2012 (“Initial Schedule 13D”) as amended by Amendment No. 1 filed on May 18, 2012, Amendment No. 2 filed on August 15, 2013, Amendment No. 3 filed on August 28, 2014, Amendment No. 4 filed on September 8, 2014, Amendment No. 5 filed on August 14, 2015, Amendment No. 6 filed on September 30, 2015, and Amendment No. 7 filed on January 5, 2016 (each Amendment together with the Initial Schedule 13D, the "Amended Schedule 13D") relating to the Common Shares, no par value (the “Shares”), of SunOpta Inc. (the “Issuer” or the “Company”), whose principal executive offices are located at 2233 Argentia Road, Mississauga, Ontario L5N 2X7, Canada. Except as set forth below, all Items of the Amended Schedule 13D remain unchanged. All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Amended Schedule 13D. 

Item 5.

Interest in Securities of the Issuer

 

Item 5 of the Schedule 13D is hereby amended and restated as follows:

 

 

 

 

 

Item 7.

Material to be Filed as Exhibits.

Item 7 of the Schedule 13D is hereby amended and supplemented as follows:

Exhibit C:

Schedule of Transactions

	SCHEDULE 13D
		Page 5 of 6 Pages

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

August 18, 2016

	WEST FACE CAPITAL INC.
	By:	/s/ John R. Maynard
	Name:	John R. Maynard
	Title:	Attorney-in-fact for Gregory A. Boland
		President and Chief Executive Officer of
		West Face Capital Inc.

 

	GREGORY A. BOLAND
	By:	/s/ John R. Maynard
	Name:	John R. Maynard
	Title:	Attorney-in-fact for Gregory A. Boland

 

 

 

	SCHEDULE 13D
		Page 6 of 6 Pages

 

EXHIBIT C

SCHEDULE OF TRANSACTIONS

Name of Account	Date of Transaction	Nature of Transaction	Quantity of Shares	Weighted-Average Price per Share
West Face Long Term Opportunities Global Master L.P.	07/27/2016	Sale	147,662	$5.4980  (1)
West Face Long Term Opportunities Global Master L.P.	07/28/2016	Sale	52,338	$5.4790  (2)
West Face Long Term Opportunities Global Master L.P.	08/15/2016	Sale	217,815	$6.5008  (3)
West Face Long Term Opportunities Global Master L.P.	08/16/2016	Sale	98,085	$6.5145 (4)
West Face Long Term Opportunities Global Master L.P.	08/18/2016	Sale	34,100	$6.4067 (5)

1.  The actual prices for these transactions range from $5.4962 to $5.50, inclusive. The Reporting Persons further undertake to provide upon request by the Commission staff, the Company, or a security holder of the Company, full information regarding the number of Shares sold at each separate price with the ranges set forth in footnotes (1) through (5) to this Schedule 13D.

3.  The actual prices for these transactions range from $6.50 to $6.555, inclusive.

4.  The actual prices for these transactions range from $6.50 to $6.57, inclusive.

5.  The actual prices for these transactions range from $6.40 to $6.43, inclusive.

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