Sec Form 4 Filing - McGinness James Andrew III @ Cronos Group Inc. - 2023-08-29

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 McGinness James Andrew III 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) VP, Controller (Last) (First) (Middle) 111 PETER STREET, SUITE 300 3. Date of Earliest Transaction (MM/DD/YY) 08/29/2023 (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

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 ( 1 ) 08/29/2023 A 43,859 ( 2 ) ( 2 ) COMMON SHARES 43,859 $ 0 43,859 D RESTRICTED STOCK UNITS ( 1 ) 03/08/2024 A 38,071 ( 3 ) ( 3 ) COMMON SHARES 38,071 $ 0 81,930 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other McGinness James Andrew III 111 PETER STREET, SUITE 300 TORONTO, A6M5V 2H1 VP, Controller Signatures /s/ Aaron Werner, as attorney-in-fact for James Andrew McGinness III 03/12/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each restricted stock unit ("RSU") represents a contingent right to receive one common share of Cronos Group Inc. ( 2 )On August 29, 2023, the Reporting Person was granted 43,859 RSUs, vesting in three substantially equal annual installments beginning on the first anniversary of the grant date. ( 3 )On March 8, 2024, the Reporting Person was granted 38,071 RSUs, vesting in three substantially equal annual installments beginning on the first anniversary of the grant date.

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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