SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

ADLER JASON MARC

(Last)

(First)

(Middle)

720 KING STREET WEST, SUITE 320

(Street)

TORONTO

M5V 2T3

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/31/2019

3. Issuer Name and Ticker or Trading Symbol
Cronos Group Inc. [ CRON ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
COMMON SHARES	503,478	I⁽¹⁾	Held by Gotham Green Fund 1, LP
COMMON SHARES	2,014,228	I⁽²⁾	Held by Gotham Green Fund 1(Q), LP
COMMON SHARES	6,679,092	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
COMMON SHARE OPTION (right to buy)	⁽³⁾	08/10/2021	COMMON SHARES	83,334	$0.5⁽⁴⁾	D
COMMON SHARE OPTION (right to buy)	⁽⁵⁾	10/06/2021	COMMON SHARES	1,200,000	$1.23⁽⁴⁾	D
COMMON SHARE OPTION (right to buy)	⁽⁶⁾	04/12/2022	COMMON SHARES	1,300,000	$3.14⁽⁴⁾	D
COMMON SHARE OPTION (right to buy)	⁽⁷⁾	08/23/2022	COMMON SHARES	500,000	$2.42⁽⁴⁾	D
COMMON SHARE OPTION (right to buy)	⁽⁸⁾	05/17/2023	COMMON SHARES	150,000	$7.57⁽⁴⁾	D
WARRANTS	05/27/2016	05/27/2021	COMMON SHARES	3,987,132	$0.245⁽⁴⁾	D
DEFERRED SHARE UNITS	⁽⁹⁾	⁽⁹⁾	COMMON SHARES	8,484.16	⁽¹⁰⁾	D

Explanation of Responses:

1. Gotham Green GP 1, LLC is the general partner of Gotham Green Fund 1, LP. Mr. Adler, as the Managing Member of Gotham Green GP 1, LLC, may be deemed to be the indirect beneficial owner of such shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Mr. Adler disclaims that he is the beneficial owner of such shares, except to the extent of his pecuniary interest.

2. Gotham Green GP 1, LLC is the general partner of Gotham Green Fund 1(Q), LP. Mr. Adler, as the Managing Member of Gotham Green GP 1, LLC, may be deemed to be the indirect beneficial owner of such shares for purposes of Section 16 of the Exchange Act. Mr. Adler disclaims that he is the beneficial owner of such shares, except to the extent of his pecuniary interest.

3. The options were granted August 10, 2016 and vest in monthly installments over a four-year period.

4. The exercise price is expressed in Canadian dollars.

5. The options were granted October 6, 2016 and vest in monthly installments over a four-year period.

6. The options were granted April 12, 2017 and vest in monthly installments over a four-year period.

7. The options were granted August 23, 2017 and vest in monthly installments over a four-year period.

8. The options were granted May 17, 2018 and vest in monthly installments over a four-year period.

9. Vested Deferred Share Units are mandatorily redeemed by Cronos Group Inc. (the "Company") on the first trading day after Mr. Adler ceases to be a director of the Company.

10. Upon redemption, Deferred Share Units entitle Mr. Adler to receive a lump sum cash payment in an amount equal to the fair market value of Company common shares on the date of redemption.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney This Form 3 is being filed in advance of January 1, 2020, on which date the reporting person will become subject to Section 16 of the Securities Exchange Act of 1934, as amended.

	/s/ Xiu Ming Shum as Attorney-in-Fact for Jason M. Adler	12/31/2019
	** Signature of Reporting Person	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 5 (b)(v).
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