Sec Form 3 Filing - GORENSTEIN MICHAEL RYAN @ 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 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) 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 1,289,450 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 ( 2 ) ( 1 ) 08/05/2021 COMMON SHARES 487,500 D COMMON SHARE OPTION (right to buy) $ 1.23 ( 2 ) ( 3 ) 10/06/2021 COMMON SHARES 1,200,000 D COMMON SHARE OPTION (right to buy) $ 3.14 ( 2 ) ( 4 ) 04/12/2022 COMMON SHARES 1,300,000 D COMMON SHARE OPTION (right to buy) $ 2.42 ( 2 ) ( 5 ) 08/24/2022 COMMON SHARES 500,000 D COMMON SHARE OPTION (right to buy) $ 7.57 ( 2 ) ( 6 ) 05/17/2023 COMMON SHARES 150,000 D COMMON SHARE OPTION (right to buy) $ 20.65 ( 2 ) ( 7 ) 05/11/2024 COMMON SHARES 1,097,791 D WARRANTS $ 0.245 ( 2 ) ( 8 ) 05/27/2021 COMMON SHARES 7,990,221 D WARRANTS $ 0.31 ( 2 ) ( 9 ) ( 9 ) COMMON SHARES 645,555 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other GORENSTEIN MICHAEL RYAN 720 KING STREET WEST, SUITE 320 TORONTO, A6M5V 2T3 X See Remarks Signatures /s/ Xiu Ming Shum as Attorney-in-Fact for Michael R. Gorenstein 12/31/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The options were granted August 5, 2016 and vest in monthly installments over a four-year period. ( 2 )The exercise price is expressed in Canadian dollars. ( 3 )The options were granted October 6, 2016 and vest in monthly instalments over a four-year period. ( 4 )The options were granted April 12, 2017 and vest in monthly instalments over a four-year period. ( 5 )The options were granted August 24, 2017 and vest in monthly instalments over a four-year period. ( 6 )The options were granted May 17, 2018 and vest in monthly instalments over a four-year period. ( 7 )The options were granted May 11, 2019 and vest in quarterly instalments over a four-year period; the first installment became exercisable August 11, 2019, and the second installment became exercisable November 11, 2019. ( 8 )The warrants were issued between May 16, 2016 and August 12, 2016 and were immediately exercisable. ( 9 )494,912 warrants were issued on October 8, 2015 and were immediately exercisable and expire on October 8, 2020. 150,643 warrants were issued on October 28, 2015 and were immediately exercisable and expire on October 28, 2020.

Remarks: Chairman, President & Chief Executive OfficerExhibit 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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