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^*

ROSENHECK ROBERT STEVEN

(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)

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

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	400,677⁽¹⁾	D
COMMON SHARES	386,365⁽²⁾	I	Held by Mr. Rosenheck's spouse.⁽³⁾
COMMON SHARES	1,997,086	I	Held by Laurel Canyon Associates, LLC⁽⁴⁾

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)

Explanation of Responses:

1. Includes 366,486 restricted share units granted on September 5, 2019. The restricted share units vest on the third anniversary of the grant date.

2. Includes 366,486 restricted share units granted on September 5, 2019. The restricted share units vest on the third anniversary of the grant date.

3. Mr. Rosenheck disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that Mr. Rosenheck is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

4. Laurel Canyon Associates, LLC is wholly owned by the Rosenheck-Capobianco Family Trust u/t/a dated June 21, 2018 (the "Trust"). Mr. Rosenheck and his spouse are the sole trustees of the Trust.

Remarks:

Chief Executive Officer, Redwood Wellness 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 Robert S. Rosenheck	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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.