Statement of Changes in Beneficial Ownership (4)
March 04 2021 - 05:40PM
Edgar (US Regulatory)
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
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1. Name and Address of Reporting Person
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GORENSTEIN MICHAEL RYAN |
2. Issuer Name and Ticker or Trading Symbol
Cronos Group Inc.
[
CRON
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Executive Chairman |
(Last)
(First)
(Middle)
111 PETER STREET, SUITE 300 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/2/2021 |
(Street)
TORONTO, A6 M5V 2H1
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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COMMON SHARES | 3/2/2021 | | M | | 487500 | A | $0.3938 (1) | 4999796 | D | |
COMMON SHARES | 3/2/2021 | | F(2) | | 143485 | D | $11.0014 (3) | 4856311 | D | |
COMMON SHARES | 3/2/2021 | | M | | 3990221 | A | $0.1929 (4) | 8846532 | D | |
COMMON SHARES | 3/2/2021 | | F(5) | | 69981 | D | $11.0014 (3) | 8776551 | D | |
COMMON SHARES | 3/2/2021 | | S | | 230000 | D | $11.0458 (6) | 8546551 | D | |
COMMON SHARES | 3/3/2021 | | S | | 114015 | D | $10.3869 (7) | 8432536 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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) | $0.3938 (1) | 3/2/2021 | | M | | | 487500 | (8) | 8/5/2021 | COMMON SHARES | 487500.0 | $0 | 0 | D | |
WARRANTS | $0.1929 (4) | 3/2/2021 | | M | | | 3990221 | (9) | 5/27/2021 | COMMON SHARES | 3990221.0 | $0 | 0 | D | |
Explanation of Responses: |
(1) | The price reported was converted from the Canadian exercise price of C$0.50 to U.S. dollars using an exchange rate of C$1.00 to US$0.7875 as reported by Bloomberg as of March 1, 2021. |
(2) | Cronos Group Inc. (the "Company") withheld 143,485 common shares underlying the options for payment of the exercise price and to cover applicable withholding taxes, using the closing price of the Company's common shares on March 1, 2021 of C$13.97 as reported on the Toronto Stock Exchange. |
(3) | The price reported is in U.S. dollars based on the exchange rate of C$1.00 to US$0.7875 as reported by Bloomberg as of March 1, 2021. |
(4) | The price reported was converted from the Canadian exercise price of C$0.245 to U.S. dollars using an exchange rate of C$1.00 to US$0.7875 as reported by Bloomberg as of March 1, 2021. |
(5) | On March 2, 2021, the reporting person exercised warrants to purchase 3,990,221 common shares of the Company for C$0.245 per common share. The reporting person paid the exercise price on a cashless basis, resulting in the Company's withholding of 69,981 common shares to pay the exercise price and issuing to the reporting person the remaining 3,920,240 common shares. |
(6) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.715 to $11.37, inclusive. The reporting person undertakes to provide to the Company, any security holder of the Company or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (6) and footnote (7) to this Form 4. |
(7) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.23 to $10.5901, inclusive. |
(8) | The options were granted August 5, 2016 and vested in monthly installments over a four-year period. |
(9) | The warrants were issued between May 16, 2016 and August 12, 2016 and were immediately exercisable. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
GORENSTEIN MICHAEL RYAN 111 PETER STREET, SUITE 300 TORONTO, A6 M5V 2H1 | X |
| Executive Chairman |
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Signatures
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/s/ Eileen Uy, as attorney-in-fact for Michael R. Gorenstein | | 3/4/2021 |
**Signature of Reporting Person | Date |
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