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 *

GORENSTEIN MICHAEL RYAN
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
___X___ Officer (give title below)        _____ Other (specify below)
See Remarks /
(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 1289450 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)8/5/2021 COMMON SHARES 487500 $0.50 (2)D  
COMMON SHARE OPTION (right to buy)  (3)10/6/2021 COMMON SHARES 1200000 $1.23 (2)D  
COMMON SHARE OPTION (right to buy)  (4)4/12/2022 COMMON SHARES 1300000 $3.14 (2)D  
COMMON SHARE OPTION (right to buy)  (5)8/24/2022 COMMON SHARES 500000 $2.42 (2)D  
COMMON SHARE OPTION (right to buy)  (6)5/17/2023 COMMON SHARES 150000 $7.57 (2)D  
COMMON SHARE OPTION (right to buy)  (7)5/11/2024 COMMON SHARES 1097791 $20.65 (2)D  
WARRANTS  (8)5/27/2021 COMMON SHARES 7990221 $0.245 (2)D  
WARRANTS  (9) (9)COMMON SHARES 645555 $0.31 (2)D  

Explanation of Responses:
(1) The options were granted August 5, 2016 and vest in monthly installments over a four-year period.
(2) The exercise price is expressed in Canadian dollars.
(3) The options were granted October 6, 2016 and vest in monthly instalments over a four-year period.
(4) The options were granted April 12, 2017 and vest in monthly instalments over a four-year period.
(5) The options were granted August 24, 2017 and vest in monthly instalments over a four-year period.
(6) The options were granted May 17, 2018 and vest in monthly instalments over a four-year period.
(7) The options were granted May 11, 2019 and vest in quarterly instalments over a four-year period; the first installment became exercisable August 11, 2019, and the second installment became exercisable November 11, 2019.
(8) The warrants were issued between May 16, 2016 and August 12, 2016 and were immediately exercisable.
(9) 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:
Chairman, President & Chief Executive Officer

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
GORENSTEIN MICHAEL RYAN
720 KING STREET WEST, SUITE 320
TORONTO, A6 M5V 2T3
X
See Remarks

Signatures
/s/ Xiu Ming Shum as Attorney-in-Fact for Michael R. Gorenstein12/31/2019
**Signature of Reporting PersonDate

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