FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

MATHUR PUNEET
2. Date of Event Requiring Statement (MM/DD/YYYY)
12/31/2019 

3. Issuer Name and Ticker or Trading Symbol

Cronos Group Inc. [CRON]
(Last)        (First)        (Middle)

720 KING STREET WEST, SUITE 320
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                          _____ 10% Owner
___X___ Officer (give title below)        _____ Other (specify below)
Vice President & Controller /
(Street)

TORONTO, A6 M5V 2T3      

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed(MM/DD/YYYY)
 

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)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
COMMON SHARE OPTION (right to buy)  (1)3/28/2024 COMMON SHARES 5038 $24.75 (2)D  

Explanation of Responses:
(1) The options were granted March 28, 2019 and vest in quarterly installments over a four-year period; the first installment became exercisable on June 28, 2019, the second installment became exercisable on September 28. 2019 and the third installment became exercisable on December 28. 2019.
(2) The exercise price is expressed in Canadian dollars.

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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
MATHUR PUNEET
720 KING STREET WEST, SUITE 320
TORONTO, A6 M5V 2T3


Vice President & Controller

Signatures
/s/ Xiu Ming Shum as Attorney-in-Fact for Puneet Mathur12/31/2019
**Signature of Reporting PersonDate

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