FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
Cronos Group Inc. [ CRON ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 12/16/2022 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|
1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction 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 | ||||||
Common shares, no par value ("Common Shares") | 156,573,537 | I | See Footnote(1)(2)(3) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) | 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: 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 | ||||||||
Warrant (right to buy) | $19(4) | 12/16/2022 | J(5) | 1 | 03/08/2019 | 03/08/2023 | Common Stock | 84,243,223 | $0(5) | 0 | I | See Footnote(1)(2)(6) |
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
Explanation of Responses: |
1. This Form 4 is being jointly filed by and on behalf of each of the following persons (each, a "Reporting Person"): (i) Altria Group, Inc., a corporation organized under the laws of the Commonwealth of Virginia ("Altria"); (ii) Altria Summit LLC, a limited liability company organized and existing under the laws of the Commonwealth of Virginia ("Altria Summit"); (iii) Maple Holdco (Bermuda) Ltd., a company organized under the laws of Bermuda ("Bermuda Holdco"); and (iv) Maple Acquireco (Canada) ULC, an unlimited liability company organized under the laws of the province of British Columbia, Canada ("Acquireco"). |
2. Acquireco is wholly owned by Bermuda Holdco, which is wholly owned by Altria Summit, which is wholly owned by Altria. Altria Summit is a manager-managed limited liability company and Altria is its sole member. |
3. Reflects 156,573,537 Common Shares of the Issuer directly held by Acquireco. |
4. The exercise price is expressed in Canadian dollars. |
5. On December 16, 2022, Altria Summit notified the Issuer of its irrevocable abandonment of the Warrant and of any and all rights that it may have held in the Warrant or any Common Shares underlying the Warrant for no consideration and returned to the Issuer the certificate evidencing the Warrant. Following such abandonment, each of Altria and Altria Summit disclaim any beneficial ownership of the 84,243,223 Common Shares which, as of December 14, 2022, based on information provided by the Issuer, were issuable upon the exercise in full of the Warrant, and this report shall not be deemed an admission that a Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |
6. Reflects a warrant (the "Warrant") to purchase up to 84,243,223 shares of common stock, no par value, of the Issuer ("Common Shares") directly held by Altria Summit. The Warrant was issued on March 8, 2019 and, at the time of issuance, provided Altria Summit the right to purchase up to an additional 73,990,693 Common Shares at an exercise price of CAD$19.00 per Common Share, subject to customary anti-dilution adjustments. |
Remarks: |
Altria Group, Inc., By: /s/ W. Hildebrandt Surgner, Jr., Vice President, Corporate Secretary and Associate General Counsel | 12/19/2022 | |
Altria Summit LLC, By: /s/ Mary C. Bigelow, Vice President and Secretary | 12/19/2022 | |
Maple Holdco (Bermuda) Ltd., By: /s/ David A. Wise, President | 12/19/2022 | |
Maple Acquireco (Canada) ULC, By: /s/ Mary C. Bigelow, Secretary | 12/19/2022 | |
** 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 4 (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. |