FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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OMB Number: 3235-0287
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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. Issuer Name and Ticker or Trading Symbol Cronos Group Inc. [ CRON ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)__X__ Director                    _____ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)         (First)         (Middle)
111 PETER STREET, SUITE 300
3. Date of Earliest Transaction (MM/DD/YYYY)
8/9/2021
(Street)
TORONTO, A6 M5V 2G9
(City)       (State)       (Zip)
4. 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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
DEFERRED SHARE UNITS   (1) 8/9/2021    A     16304.34       (2)  (2) COMMON SHARES  16304.34  $0  44068.70  D   

Explanation of Responses:
(1)  Upon redemption, Deferred Share Units entitle the reporting person to receive a lump sum cash payment in an amount equal to the fair market value of common shares of Cronos Group Inc. (the "Company") on the date of redemption.
(2)  Vested Deferred Share Units are mandatorily redeemed by the Company on the first trading day after the reporting person ceases to be a director of the Company (subject to applicable securities regulations and policies of the Company relating to insider trading and "black out" periods).

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
RUDYK JAMES DANIEL
111 PETER STREET, SUITE 300
TORONTO, A6 M5V 2G9
X



Signatures
/s/ Eileen Uy, as attorney-in-fact for James D. Rudyk 8/11/2021
**Signature of Reporting Person Date
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