Sec Form 3 Filing - Doucet Terrence Gregory Joseph @ Cronos Group Inc. - 2022-04-20

Insider filing report for Changes in Beneficial Ownership
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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
Doucet Terrence Gregory Joseph
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)
111 PETER STREET, SUITE 300
3. Date of Earliest Transaction (MM/DD/YY)
04/20/2022
(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 1,599 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) $ 7.57( 2 ) ( 1 ) 05/17/2023 COMMON SHARES 60,000 D
COMMON SHARE OPTION (right to buy) $ 24.75( 2 ) ( 3 ) 03/28/2024 COMMON SHARES 4,198 D
RESTRICTED STOCK UNITS $ 0( 5 ) ( 4 ) ( 4 ) COMMON SHARES 21,643 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Doucet Terrence Gregory Joseph
111 PETER STREET, SUITE 300
TORONTO, A6M5V 2H1
See Remarks
Signatures
Aaron Werner, as attorney-in-fact for Terry Doucet 04/28/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The options were granted May 17, 2018 and vest in monthly installments over a four-year period.
( 2 )The exercise price is expressed in Canadian dollars.
( 3 )The options were granted March 28, 2019 and vest in quarterly installments over a four-year period.
( 4 )The restricted share units ("RSUs") consist of the following: (1) 5,313 unvested RSUs vesting in substantially equal annual installments, with the second of three scheduled vesting dates to occur on December 17, 2022, (2) 4,679 unvested RSUs vesting in three substantially equal annual installments beginning on May 10, 2022, and (3) 11,651 unvested RSUs vesting in three substantially equal annual installments beginning on March 8, 2023, in each case, subject to continued employment through each applicable date.
( 5 )Each RSU represents a contingent right to receive one common share of Cronos Group Inc.

Remarks:
Senior Vice President, Legal, Regulatory Affairs and Corporate Secretary. Exhibit List: Exhibit 24 - Power of Attorney.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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