Sec Form 4 Filing - GORENSTEIN MICHAEL RYAN @ Cronos Group Inc. - 2022-10-24

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) See remarks below (Last) (First) (Middle) 111 PETER STREET, SUITE 300 3. Date of Earliest Transaction (MM/DD/YY) 10/24/2022 (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 10/24/2022( 1 ) A 187,977( 2 ) A $ 0 9,653,245 D COMMON SHARES 10/24/2022( 1 ) F 81,932 D $ 2.94 9,571,313 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 RESTRICTED STOCK UNITS ( 3 ) 10/24/2022( 1 ) A 62,659 ( 4 ) ( 4 ) COMMON SHARES 62,659 $ 0 3,062,659 D RESTRICTED STOCK UNITS ( 3 ) 10/24/2022( 1 ) A 125,318 ( 5 ) ( 5 ) COMMON SHARES 125,318 $ 0 3,187,977 D RESTRICTED STOCK UNITS ( 3 ) 10/24/2022( 1 ) A 94,084 ( 6 ) ( 6 ) COMMON SHARES 94,084 $ 0 3,282,061 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 See remarks below Signatures /s/ Aaron Werner, as attorney-in-fact for Michael R. Gorenstein 10/25/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The date of the release of previously withheld grants of restricted stock units ("RSUs") that would have otherwise been granted to the reporting person on each of May 11, 2020, March 1, 2021, and March 15, 2022. ( 2 )The shares represent the shares that the reporting person would have received had certain awards of RSUs not been withheld and the RSUs had vested according to the corresponding vesting schedules for similarly-situated RSU awards in 2020 and 2021. ( 3 )Each RSU represents a contingent right to receive one common share of Cronos Group Inc. ( 4 )The RSUs vest on May 11, 2023. ( 5 )The RSUs vest in two substantially equal installments on each of March 1, 2023 and March 1, 2024. ( 6 )The RSUs vest in three substantially equal installments on each of March 15, 2023, March 15, 2024, and March 15, 2025.

Remarks: Chairman of the Board, Chief Executive Officer, and President

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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