Sec Form 4 Filing - GORENSTEIN MICHAEL RYAN @ Cronos Group Inc. - 2021-03-02

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) 03/02/2021 (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 03/02/2021 M 487,500 A $ 0.3938 ( 1 ) 4,999,796 D COMMON SHARES 03/02/2021 F( 2 ) 143,485 D $ 11.0014 ( 3 ) 4,856,311 D COMMON SHARES 03/02/2021 M 3,990,221 A $ 0.1929 ( 4 ) 8,846,532 D COMMON SHARES 03/02/2021 F( 5 ) 69,981 D $ 11.0014 ( 3 ) 8,776,551 D COMMON SHARES 03/02/2021 S 230,000 D $ 11.0458 ( 6 ) 8,546,551 D COMMON SHARES 03/03/2021 S 114,015 D $ 10.3869 ( 7 ) 8,432,536 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) $ 0.3938 ( 1 ) 03/02/2021 M 487,500 ( 8 ) 08/05/2021 COMMON SHARES 487,500 $ 0 0 D WARRANTS $ 0.1929 ( 4 ) 03/02/2021 M 3,990,221 ( 9 ) 05/27/2021 COMMON SHARES 3,990,221 $ 0 0 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 03/04/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The price reported was converted from the Canadian exercise price of C$0.50 to U.S. dollars using an exchange rate of C$1.00 to US$0.7875 as reported by Bloomberg as of March 1, 2021. ( 2 )Cronos Group Inc. (the "Company") withheld 143,485 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 1, 2021 of C$13.97 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$0.7875 as reported by Bloomberg as of March 1, 2021. ( 4 )The price reported was converted from the Canadian exercise price of C$0.245 to U.S. dollars using an exchange rate of C$1.00 to US$0.7875 as reported by Bloomberg as of March 1, 2021. ( 5 )On March 2, 2021, the reporting person exercised warrants to purchase 3,990,221 common shares of the Company for C$0.245 per common share. The reporting person paid the exercise price on a cashless basis, resulting in the Company's withholding of 69,981 common shares to pay the exercise price and issuing to the reporting person the remaining 3,920,240 common shares. ( 6 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.715 to $11.37, inclusive. The reporting person undertakes to provide to the Company, any security holder of the Company or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (6) and footnote (7) to this Form 4. ( 7 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.23 to $10.5901, inclusive. ( 8 )The options were granted August 5, 2016 and vested in monthly installments over a four-year period. ( 9 )The warrants were issued between May 16, 2016 and August 12, 2016 and were immediately exercisable.

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