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* Wagner Adam (Last) (First) (Middle) 111 PETER STREET SUITE 300 (Street) TORONTO A6 M5V 2H1 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 04/02/2024	3. Issuer Name and Ticker or Trading Symbol Cronos Group Inc. [ CRON ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) SVP, Head of Cronos Israel	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	11,659	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
RESTRICTED STOCK UNITS	(1)	(1)	COMMON SHARES	45,434	(2)	D

Explanation of Responses:

1. The restricted share units ("RSUs") consist of the following: (1) 30,190 unvested RSUs vesting in three substantially equal annual installments beginning on May 10, 2024, (2) 12,552 unvested RSUs vesting in three substantially equal annual installments, the second of which occurs on May 12, 2024, and (3) 2,692 unvested RSUs vesting in three substantially equal annual installments, the last of which occurs on May 25, 2024, in each case, subject to continued employment through each applicable date.

2. Each RSU represents a contingent right to receive one common share of Cronos Group Inc.

Remarks:

	/s/ Aaron Werner, as attorney-in-fact for Adam Wagner	04/10/2024
	** 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).
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