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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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 * JACOBSON JEFFREY DAVID 2. Issuer Name and Ticker or Trading Symbol Cronos Group Inc. [ CRON ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
See Remarks
(Last)         (First)         (Middle)
111 PETER STREET, SUITE 300
3. Date of Earliest Transaction (MM/DD/YYYY)
10/1/2021
(Street)
TORONTO, A6 M5V 2H1
(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
COMMON SHARES  10/1/2021    M(1)    120000  A $0.97 (2) 120000  D   
COMMON SHARES  10/1/2021    F(3)    40814  D $5.6385 (4) 79186  D   

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
COMMON SHARE OPTION (right to buy)  $0.97 (2) 10/1/2021    M (1)       120000    (5) 10/6/2021  COMMON SHARES  120000.0  $0  0  D   

Explanation of Responses:
(1)  The acquisition of common shares of Cronos Group Inc. (the "Company") from the exercise of options held by the reporting person as reported on this Form 4 were effected pursuant to irrevocable written instructions issued by the reporting person to the Company on March 4, 2021 and designed to comply with Rule 10b5-1(c) (the "Irrevocable Instructions"). Such options were scheduled to expire on October 6, 2021.
(2)  The price reported was converted from the Canadian exercise price of C$1.23 to U.S. dollars using an exchange rate of C$1.00 to US$0.7886 as reported by Bloomberg as of September 30, 2021.
(3)  Represents common shares withheld, pursuant to the Irrevocable Instructions, to pay the exercise price and applicable withholding taxes, using the closing price of the Company's common shares on September 30, 2021 of C$7.15 as reported on the Toronto Stock Exchange.
(4)  The price reported is in U.S. dollars based on the exchange rate of C$1.00 to US$0.7886 as reported by Bloomberg as of September 30, 2021.
(5)  The options were granted October 6, 2016 and vested in monthly installments over a four-year period.

Remarks:
General Manager, Canada and Europe

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
JACOBSON JEFFREY DAVID
111 PETER STREET, SUITE 300
TORONTO, A6 M5V 2H1


See Remarks

Signatures
/s/ Eileen Uy, as attorney-in-fact for Jeffrey D. Jacobson 10/5/2021
**Signature of Reporting Person Date
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