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 *

Shlimak Anna
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)
SVP, Corporate Affairs
(Last)          (First)          (Middle)

720 KING STREET WEST, SUITE 320
3. Date of Earliest Transaction (MM/DD/YYYY)

6/25/2020
(Street)

TORONTO, A6 M5V 2T3
(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 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
RESTRICTED STOCK UNITS  (1)6/25/2020 (2) A   84871     (3) (3)COMMON SHARES 84871.0 $0 84871 D  

Explanation of Responses:
(1) Each restricted stock unit ("RSU") represents a contingent right to receive one common share of Cronos Group Inc. (the "Company").
(2) The RSUs were granted on May 11, 2020 under the Company's 2020 Omnibus Equity Incentive Plan (the "Plan"), and were contingent upon shareholder approval of the Plan. The Company's shareholders approved the Plan on June 25, 2020.
(3) The RSUs vest in three substantially equal annual installments beginning May 11, 2021, subject to continued employment through each applicable date.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Shlimak Anna
720 KING STREET WEST
SUITE 320
TORONTO, A6 M5V 2T3


SVP, Corporate Affairs

Signatures
/s/ Xiu Ming Shum, as attorney-in-fact for Anna Shlimak6/25/2020
**Signature of Reporting PersonDate

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