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CUSIP No. 22717L101

SCHEDULE 13D

Page 5 of  6

 

 

This Amendment No. 1 to Schedule 13D (“Amendment No. 1”) is being filed by Gotham Green Fund 1, L.P. (“Gotham Green”), Gotham Green GP 1, LLC (“Gotham Green GP”) and Jason Adler (together with Gotham Green and Gotham Green GP, the “Reporting Persons”), pursuant to Rule 13d-2(a) under the Exchange Act, to amend the Schedule 13D filed on June 11, 2018 (the “Initial Schedule 13D”) relating to the common shares, no par value (the “Common Shares”), of Cronos Group Inc., an Ontario corporation (the “Issuer”). As a result of the issuance of 149,831,154 Common Shares by the Issuer on March 8, 2019, the Reporting Persons have ceased to be the beneficial owners of more than five percent of the Common Shares and are no longer required to report their beneficial ownership on Schedule 13D.  Except as set forth below, all Items of the Initial Schedule 13D remain unchanged.  All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Initial Schedule 13D.

ITEM 5.   INTEREST IN SECURITIES OF THE ISSUER.

Item 5 of the Initial Schedule 13D is hereby amended to restate paragraphs (a), (b) and (e) in their entirety, and to add the information set forth in (c) below to the end of paragraph (c).  The responses to this Item 5 and the information on the cover page are based on there being 332,979,577 Common Shares outstanding as of March 25, 2019.

(a) and (b) Based on the foregoing, (i) the 450,465 Common Shares beneficially owned by Gotham Green and Gotham Green GP represent approximately 0.135% of the Common Shares outstanding and (ii) the 14,825,601 Common Shares (which includes 6,987,134 Common Shares underlying warrants and 1,159,375 Common Shares underlying stock options referenced in Item 3 of this Schedule 13D) beneficially owned by Jason Adler represent approximately 4.452% of the Common Shares outstanding.

The Common Shares beneficially owned by Jason Adler excludes 2,073,958 Common Shares issuable upon the exercise of stock options awarded to Jason Adler because such stock options have not yet vested.

As the general partner of Gotham Green, Gotham Green GP may be deemed to have the shared power to vote or to direct the vote of (and the shared power to dispose or direct the disposition of) the 450,465 Common Shares held for the account of Gotham Green. By virtue of Jason Adler’s position as the Managing Member of Gotham Green GP, Jason Adler may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the 450,465 Common Shares held for the account of Gotham Green and, therefore, Jason Adler may be deemed to be the beneficial owner of such Common Shares.

As of the date hereof, none of the Reporting Persons own any Common Shares other than the Common Shares covered in this statement on Schedule 13D.

(c)  “On March 29, 2019, subsequent to the date the Reporting Persons ceased to be required to report their beneficial ownership on Schedule 13D, in a private transaction Mr. Adler transferred 3,000,000 warrants.”

(e)  As a result of the issuance of 149,831,154 Common Shares by the Issuer on March 8, 2019, the Reporting Persons have ceased to be the beneficial owners of more than five percent of the Common Shares and are no longer required to report their beneficial ownership on Schedule 13D.

 

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