Statement of Changes in Beneficial Ownership (4)

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 ^* GORENSTEIN MICHAEL RYAN	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 __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) 3/16/2021
(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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
COMMON SHARES	3/16/2021		M		437500	A	$1.9391 ⁽¹⁾	8870036	D
COMMON SHARES	3/16/2021		F⁽²⁾		175178	D	$10.6974 ⁽³⁾	8694858	D
COMMON SHARES	3/16/2021		M		1272916	A	$2.5161 ⁽⁴⁾	9967774	D
COMMON SHARES	3/16/2021		F⁽⁵⁾		559960	D	$10.6974 ⁽³⁾	9407814	D
COMMON SHARES	3/16/2021		M		103125	A	$6.0658 ⁽⁶⁾	9510939	D
COMMON SHARES	3/16/2021		F⁽⁷⁾		70427	D	$10.6974 ⁽³⁾	9440512	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)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
COMMON SHARE OPTION (right to buy)	$1.9391 ⁽¹⁾	3/16/2021		M			437500	⁽⁸⁾	8/24/2022	COMMON SHARES	437500.0	$0	62500	D
COMMON SHARE OPTION (right to buy)	$2.5161 ⁽⁴⁾	3/16/2021		M			1272916	⁽⁹⁾	4/12/2022	COMMON SHARES	1272916.0	$0	27084	D
COMMON SHARE OPTION (right to buy)	$6.0658 ⁽⁶⁾	3/16/2021		M			103125	⁽¹⁰⁾	5/17/2023	COMMON SHARES	103125.0	$0	46875	D

Explanation of Responses:
(1)	The price reported was converted from the Canadian exercise price of C$2.42 to U.S. dollars using an exchange rate of C$1.00 to US$0.8013 as reported by Bloomberg as of March 15, 2021.
(2)	Cronos Group Inc. (the "Company") withheld 175,178 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 15, 2021 of C$13.35 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$0.8013 as reported by Bloomberg as of March 15, 2021.
(4)	The price reported was converted from the Canadian exercise price of C$3.14 to U.S. dollars using an exchange rate of C$1.00 to US$0.8013 as reported by Bloomberg as of March 15, 2021.
(5)	The Company withheld 559,960 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 15, 2021 of C$13.35 as reported on the Toronto Stock Exchange.
(6)	The price reported was converted from the Canadian exercise price of C$7.57 to U.S. dollars using an exchange rate of C$1.00 to US$0.8013 as reported by Bloomberg as of March 15, 2021.
(7)	The Company withheld 70,427 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 15, 2021 of C$13.35 as reported on the Toronto Stock Exchange.
(8)	The options were granted August 24, 2017 and vest in monthly installments over a four-year period.
(9)	The options were granted April 12, 2017 and vest in monthly installments over a four-year period.
(10)	The options were granted May 17, 2018 and vest in monthly installments over a four-year period.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
GORENSTEIN MICHAEL RYAN 111 PETER STREET, SUITE 300 TORONTO, A6 M5V 2H1	X		Executive Chairman