Sec Form 3 Filing - ADLER JASON MARC @ 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 ADLER JASON MARC 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 _____ Officer (give title below) _____ Other (specify below) (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 503,478 I ( 1 ) Held by Gotham Green Fund 1, LP COMMON SHARES 2,014,228 I ( 2 ) Held by Gotham Green Fund 1(Q), LP COMMON SHARES 6,679,092 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) $ 0.5 ( 4 ) ( 3 ) 08/10/2021 COMMON SHARES 83,334 D COMMON SHARE OPTION (right to buy) $ 1.23 ( 4 ) ( 5 ) 10/06/2021 COMMON SHARES 1,200,000 D COMMON SHARE OPTION (right to buy) $ 3.14 ( 4 ) ( 6 ) 04/12/2022 COMMON SHARES 1,300,000 D COMMON SHARE OPTION (right to buy) $ 2.42 ( 4 ) ( 7 ) 08/23/2022 COMMON SHARES 500,000 D COMMON SHARE OPTION (right to buy) $ 7.57 ( 4 ) ( 8 ) 05/17/2023 COMMON SHARES 150,000 D WARRANTS $ 0.245 ( 4 ) 05/27/2016 05/27/2021 COMMON SHARES 3,987,132 D DEFERRED SHARE UNITS ( 10 ) ( 9 ) ( 9 ) COMMON SHARES 8,484.16 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ADLER JASON MARC 720 KING STREET WEST, SUITE 320 TORONTO, A6M5V 2T3 X Signatures /s/ Xiu Ming Shum as Attorney-in-Fact for Jason M. Adler 12/31/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Gotham Green GP 1, LLC is the general partner of Gotham Green Fund 1, LP. Mr. Adler, as the Managing Member of Gotham Green GP 1, LLC, may be deemed to be the indirect beneficial owner of such shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Mr. Adler disclaims that he is the beneficial owner of such shares, except to the extent of his pecuniary interest. ( 2 )Gotham Green GP 1, LLC is the general partner of Gotham Green Fund 1(Q), LP. Mr. Adler, as the Managing Member of Gotham Green GP 1, LLC, may be deemed to be the indirect beneficial owner of such shares for purposes of Section 16 of the Exchange Act. Mr. Adler disclaims that he is the beneficial owner of such shares, except to the extent of his pecuniary interest. ( 3 )The options were granted August 10, 2016 and vest in monthly installments over a four-year period. ( 4 )The exercise price is expressed in Canadian dollars. ( 5 )The options were granted October 6, 2016 and vest in monthly installments over a four-year period. ( 6 )The options were granted April 12, 2017 and vest in monthly installments over a four-year period. ( 7 )The options were granted August 23, 2017 and vest in monthly installments over a four-year period. ( 8 )The options were granted May 17, 2018 and vest in monthly installments over a four-year period. ( 9 )Vested Deferred Share Units are mandatorily redeemed by Cronos Group Inc. (the "Company") on the first trading day after Mr. Adler ceases to be a director of the Company. ( 10 )Upon redemption, Deferred Share Units entitle Mr. Adler to receive a lump sum cash payment in an amount equal to the fair market value of Company common shares on the date of redemption.

Remarks: Exhibit 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).

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