Cronos (CRON) Form 4 Cronos / MICHAEL RYAN GORENSTEIN ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

GORENSTEIN MICHAEL RYAN

(Last) (First) (Middle)

111 PETER STREET, SUITE 300

(Street)

TORONTO A6 M5V 2G9

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	09/15/2020		M		645,555	A	$0.2353(1)	1,935,005	D
COMMON SHARES	09/15/2020		F(2)		28,108	D	$5.4(3)	1,906,897	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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
WARRANTS	$0.2353(1)	09/15/2020		M			645,555	(4)	(4)	COMMON SHARES	645,555	$0	0	D

Explanation of Responses:

1. The price reported was converted from the Canadian exercise price of C$0.31 to U.S. dollars using an exchange rate of C$1.00 to US$0.7591 as reported by Bloomberg as of September 14, 2020.

2. On September 15, 2020, the reporting person exercised warrants to purchase 645,555 common shares of Cronos Group Inc. (the "Company") for C$0.31 per common share. The reporting person paid the exercise price on a cashless basis, resulting in the Company's withholding of 28,108 common shares to pay the exercise price and issuing to the reporting person the remaining 617,447 common shares.

3. The price reported is in U.S. dollars based on the exchange rate of C$1.00 to US$0.7591 as reported by Bloomberg as of September 14, 2020.

4. 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:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Eileen Uy, as attorney-in-fact for Michael R. Gorenstein	09/16/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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