Sec Form 4 Filing - GORENSTEIN MICHAEL RYAN @ Cronos Group Inc. - 2021-03-16

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 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 GORENSTEIN MICHAEL RYAN 2. Issuer Name and Ticker or Trading Symbol Cronos Group Inc. [ CRON] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Executive Chairman (Last) (First) (Middle) 111 PETER STREET, SUITE 300 3. Date of Earliest Transaction (MM/DD/YY) 03/16/2021 (Street) TORONTO, A6M5V 2H1 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 03/16/2021 M 437,500 A $ 1.9391 ( 1 ) 8,870,036 D COMMON SHARES 03/16/2021 F( 2 ) 175,178 D $ 10.6974 ( 3 ) 8,694,858 D COMMON SHARES 03/16/2021 M 1,272,916 A $ 2.5161 ( 4 ) 9,967,774 D COMMON SHARES 03/16/2021 F( 5 ) 559,960 D $ 10.6974 ( 3 ) 9,407,814 D COMMON SHARES 03/16/2021 M 103,125 A $ 6.0658 ( 6 ) 9,510,939 D COMMON SHARES 03/16/2021 F( 7 ) 70,427 D $ 10.6974 ( 3 ) 9,440,512 D

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 COMMON SHARE OPTION (right to buy) $ 1.9391 ( 1 ) 03/16/2021 M 437,500 ( 8 ) 08/24/2022 COMMON SHARES 437,500 $ 0 62,500 D COMMON SHARE OPTION (right to buy) $ 2.5161 ( 4 ) 03/16/2021 M 1,272,916 ( 9 ) 04/12/2022 COMMON SHARES 1,272,916 $ 0 27,084 D COMMON SHARE OPTION (right to buy) $ 6.0658 ( 6 ) 03/16/2021 M 103,125 ( 10 ) 05/17/2023 COMMON SHARES 103,125 $ 0 46,875 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other GORENSTEIN MICHAEL RYAN 111 PETER STREET, SUITE 300 TORONTO, A6M5V 2H1 X Executive Chairman Signatures /s/ Eileen Uy, as attorney-in-fact for Michael R. Gorenstein 03/18/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The price reported was converted from the Canadian exercise price of C$2.42 to U.S. dollars using an exchange rate of C$1.00 to US$0.8013 as reported by Bloomberg as of March 15, 2021. ( 2 )Cronos Group Inc. (the "Company") withheld 175,178 common shares underlying the options for payment of the exercise price and to cover applicable withholding taxes, using the closing price of the Company's common shares on March 15, 2021 of C$13.35 as reported on the Toronto Stock Exchange. ( 3 )The price reported is in U.S. dollars based on the exchange rate of C$1.00 to US$0.8013 as reported by Bloomberg as of March 15, 2021. ( 4 )The price reported was converted from the Canadian exercise price of C$3.14 to U.S. dollars using an exchange rate of C$1.00 to US$0.8013 as reported by Bloomberg as of March 15, 2021. ( 5 )The Company withheld 559,960 common shares underlying the options for payment of the exercise price and to cover applicable withholding taxes, using the closing price of the Company's common shares on March 15, 2021 of C$13.35 as reported on the Toronto Stock Exchange. ( 6 )The price reported was converted from the Canadian exercise price of C$7.57 to U.S. dollars using an exchange rate of C$1.00 to US$0.8013 as reported by Bloomberg as of March 15, 2021. ( 7 )The Company withheld 70,427 common shares underlying the options for payment of the exercise price and to cover applicable withholding taxes, using the closing price of the Company's common shares on March 15, 2021 of C$13.35 as reported on the Toronto Stock Exchange. ( 8 )The options were granted August 24, 2017 and vest in monthly installments over a four-year period. ( 9 )The options were granted April 12, 2017 and vest in monthly installments over a four-year period. ( 10 )The options were granted May 17, 2018 and vest in monthly installments over a four-year period.

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