SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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*
RUDYK JAMES DANIEL

(Last) (First) (Middle)
720 KING STREET WEST, SUITE 320

(Street)
TORONTO A6 M5V 2T3

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
12/31/2019
3. Issuer Name and Ticker or Trading Symbol
Cronos Group Inc. [ CRON ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
COMMON SHARES 36,237 D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
COMMON SHARE OPTION (right to buy) (1) 01/31/2023 COMMON SHARES 109,375 9(2) D
COMMON SHARE OPTION (right to buy) (3) 05/17/2023 COMMON SHARES 118,750 7.57(2) D
DEFERRED SHARE UNITS (4) (4) COMMON SHARES(4) 8,484.16 (5) D
Explanation of Responses:
1. The options were granted January 31, 2018 and vest in monthly installments over a four-year period.
2. The exercise price is expressed in Canadian dollars.
3. The options were granted May 17, 2018 and vest in monthly installments over a four-year period.
4. Vested Deferred Share Units are mandatorily redeemable by Cronos Group Inc. (the "Company") on the first trading day after Mr. Rudyk ceases to be a director of the Company.
5. Upon redemption, Deferred Share Units entitle Mr. Rudyk to receive a lump sum cash payment in an amount equal to the fair market value of Company common shares on the date of redemption.
Remarks:
Exhibit List: Exhibit 24 - Power of Attorney This Form 3 is being filed in advance of January 1, 2020, on which date the reporting person will become subject to Section 16 of the Securities Exchange Act of 1934, as amended.
/s/ Xiu Ming Shum as Attorney-in-Fact for James D. Rudyk 12/31/2019
** Signature of Reporting Person Date
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 5 (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 Number.
James Daniel Rudyk - Exhibit 24


                         Authorization and Designation
                                to Sign and File
                           Section 16 Reporting Forms


        The undersigned, a director of Cronos Group Inc., a corporation formed
under the Business Corporations Act (Ontario) (the "Company"), does hereby
authorize and designate Jerry Barbato or Xiu Ming Shum, each with right to
substitute and resubstitute, but for only so long as each of them is an officer
of the Company, to sign and file on his or her behalf the application for the
required Securities and Exchange Commission ("SEC") electronic CIK/CCC codes and
any and all Forms 3, 4 and 5 and Forms 144 relating to equity securities of the
Company with the SEC pursuant to the requirements of Section 16 of the
Securities Exchange Act of 1934 ("Section 16") and Rule 144 under the Securities
Act of 1933, as amended.  This authorization, unless earlier revoked in writing,
shall be valid until the undersigned's reporting obligations under Section 16
and Rule 144 with respect to equity securities of the Company shall cease.  All
prior such authorizations are hereby revoked.

        IN WITNESS WHEREOF, the undersigned has executed this Authorization and
Designation this 9 day of Dec, 2019.




                                        /s/ James Daniel Rudyk
                                        ---------------------------------------
                                        James Daniel Rudyk