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
                                                                                  
 OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5
                      
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 *

ADLER JASON MARC		 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)

3/16/2022
(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 3/16/2022  M  1300000 A$3.14 (1)9465072 D  
COMMON SHARES 3/16/2022  F(2)  1033418 D$3.95 (1)8431654 D  
COMMON SHARES         2014228 I (3)Held by Gotham Green Fund 1(Q), LP 
COMMON SHARES         1226639 I By the Rachel Adler 2020 Gift Trust 
COMMON SHARES         503478 I (4)Held by Gotham Green Fund 1, LP 

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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
COMMON SHARE OPTION (right to buy) $3.14 (1)3/16/2022  M     1300000   (5)4/12/2022 COMMON SHARES 1300000.0 $0 0 D  
Explanation of Responses:
(1) Price is expressed in Canadian dollars.
(2) Cronos Group Inc. (the "Company") withheld 1,033,418 common shares underlying the options for payment of the exercise price, using the closing price of the Company's common shares on March 15, 2022 of C$3.95 as reported on the Toronto Stock Exchange.
(3) Gotham Green GP 1, LLC is the general partner of Gotham Green Fund 1(Q), LP. Mr. Adler, as the Managing Member of Gotham Green GP 1, LLC, may be deemed to be the indirect beneficial owner of such shares for purposes of Section 16 of the Exchange Act. Mr. Adler disclaims that he is the beneficial owner of such shares, except to the extent of his pecuniary interest.
(4) Gotham Green GP 1, LLC is the general partner of Gotham Green Fund 1, LP. Mr. Adler, as the Managing Member of Gotham Green GP 1, LLC, may be deemed to be the indirect beneficial owner of such shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Mr. Adler disclaims that he is the beneficial owner of such shares, except to the extent of his pecuniary interest.
(5) The options were granted April 12, 2017 and vest in monthly installments over a four-year period.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
ADLER JASON MARC
111 PETER STREET, SUITE 300
TORONTO, A6 M5V 2H1		X
Signatures
/s/ Aaron Werner, as attorney-in-fact for Jason M. Adler3/18/2022
**Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
Cronos (NASDAQ:CRON)
Historical Stock Chart
From Aug 2024 to Sep 2024 Click Here for more Cronos Charts.
Cronos (NASDAQ:CRON)
Historical Stock Chart
From Sep 2023 to Sep 2024 Click Here for more Cronos Charts.