Statement of Changes in Beneficial Ownership (4)
March 18 2021 - 5:54PM
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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ADLER JASON MARC |
2. Issuer Name and Ticker or Trading Symbol
Cronos Group Inc.
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CRON
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
111 PETER STREET, SUITE 300 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/17/2021 |
(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 | 3/17/2021 | | S | | 714759 | D | $10.0657 (1) | 8165072 | D | |
COMMON SHARES | | | | | | | | 503478 | I (2) | Held by Gotham Green Fund 1, LP |
COMMON SHARES | | | | | | | | 2014228 | I (3) | Held by Gotham Green Fund 1(Q), LP |
COMMON SHARES | | | | | | | | 1226639 | I | By the Rachel Adler 2020 Gift Trust |
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 |
Explanation of Responses: |
(1) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $9.87 to $10.22, inclusive. The reporting person undertakes to provide to Cronos Group Inc. (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 range set forth in footnote (1) to this Form 4. |
(2) | 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. |
(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. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
ADLER JASON MARC 111 PETER STREET, SUITE 300 TORONTO, A6 M5V 2H1 | X |
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Signatures
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/s/ Eileen Uy, as attorney-in-fact for Jason M. Adler | | 3/18/2021 |
**Signature of Reporting Person | Date |
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