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 *

RUDYK JAMES DANIEL
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)

__X__ Director                          _____ 10% Owner
_____ Officer (give title below)        _____ Other (specify below)
(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)
COMMON SHARES 36237 D  

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)1/31/2023 COMMON SHARES 109375 $9.00 (2)D  
COMMON SHARE OPTION (right to buy)  (3)5/17/2023 COMMON SHARES 118750 $7.57 (2)D  
DEFERRED SHARE UNITS  (4) (4)COMMON SHARES (4)8484.16  (5)D  

Explanation of Responses:
(1) The options were granted January 31, 2018 and vest in monthly installments over a four-year period.
(2) The exercise price is expressed in Canadian dollars.
(3) The options were granted May 17, 2018 and vest in monthly installments over a four-year period.
(4) Vested Deferred Share Units are mandatorily redeemable by Cronos Group Inc. (the "Company") on the first trading day after Mr. Rudyk ceases to be a director of the Company.
(5) Upon redemption, Deferred Share Units entitle Mr. Rudyk 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
RUDYK JAMES DANIEL
720 KING STREET WEST, SUITE 320
TORONTO, A6 M5V 2T3
X



Signatures
/s/ Xiu Ming Shum as Attorney-in-Fact for James D. Rudyk12/31/2019
**Signature of Reporting PersonDate

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