Sec Form 3 Filing - ROSENHECK ROBERT STEVEN @ Cronos Group Inc. - 2019-12-31

FORM 3 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 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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1. Name and Address of Reporting Person ROSENHECK ROBERT STEVEN 2. Issuer Name and Ticker or Trading Symbol Cronos Group Inc. [ CRON] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) See Remarks (Last) (First) (Middle) 720 KING STREET WEST, SUITE 320 3. Date of Earliest Transaction (MM/DD/YY) 12/31/2019 (Street) TORONTO, A6M5V 2T3 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 COMMON SHARES 400,677 ( 1 ) D COMMON SHARES 386,365 ( 2 ) I Held by Mr. Rosenheck's spouse. ( 3 ) COMMON SHARES 1,997,086 I Held by Laurel Canyon Associates, LLC ( 4 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ROSENHECK ROBERT STEVEN 720 KING STREET WEST, SUITE 320 TORONTO, A6M5V 2T3 See Remarks Signatures /s/ Xiu Ming Shum as Attorney-in-Fact for Robert S. Rosenheck 12/31/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes 366,486 restricted share units granted on September 5, 2019. The restricted share units vest on the third anniversary of the grant date. ( 2 )Includes 366,486 restricted share units granted on September 5, 2019. The restricted share units vest on the third anniversary of the grant date. ( 3 )Mr. Rosenheck disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that Mr. Rosenheck is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. ( 4 )Laurel Canyon Associates, LLC is wholly owned by the Rosenheck-Capobianco Family Trust u/t/a dated June 21, 2018 (the "Trust"). Mr. Rosenheck and his spouse are the sole trustees of the Trust.

Remarks: Chief Executive Officer, Redwood WellnessExhibit List: Exhibit 24 - Power of AttorneyThis Form 3 is being filed in advance of January 1, 2020, on which date the reporting person will become subject to Section 16 of the Securities Exchange Act of 1934, as amended.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* 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).

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