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* ALTRIA GROUP, INC. (Last) (First) (Middle) 6601 WEST BROAD STREET (Street) RICHMOND VA 23230 (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) Director X 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) Form filed by One Reporting Person X 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, no par value ("Common Shares")	156,573,537	I	See Footnote(1)(2)(3)

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
Warrant (right to buy)	03/08/2019	03/08/2023	Common Shares	77,320,265	19(5)	I	See Footnote(1)(2)(4)

1. Name and Address of Reporting Person* ALTRIA GROUP, INC. (Last) (First) (Middle) 6601 WEST BROAD STREET (Street) RICHMOND VA 23230 (City) (State) (Zip)

1. Name and Address of Reporting Person* Altria Summit LLC (Last) (First) (Middle) C/O ALTRIA GROUP, INC. 6601 WEST BROAD STREET (Street) RICHMOND VA 23230 (City) (State) (Zip)

1. Name and Address of Reporting Person* Maple Holdco (Bermuda) Ltd. (Last) (First) (Middle) C/O ALTRIA GROUP, INC. 6601 WEST BROAD STREET (Street) RICHMOND VA 23230 (City) (State) (Zip)

1. Name and Address of Reporting Person* Maple Acquireco (Canada) ULC (Last) (First) (Middle) C/O ALTRIA GROUP, INC. 6601 WEST BROAD STREET (Street) RICHMOND VA 23230 (City) (State) (Zip)

Explanation of Responses:

1. This Form 3 is being jointly filed by and on behalf of each of the following persons (each, a "Reporting Person") in connection with the transition by Cronos Group Inc. (the "Issuer") from a foreign private issuer to a domestic issuer, effective January 1, 2020: (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. Reflects a warrant (the "Warrant") to purchase up to an additional 77,320,265 Common Shares of the Issuer directly held by Altria Summit. The Warrant is currently exercisable and is subject to customary anti-dilution adjustments.

5. The exercise price is expressed in Canadian dollars.

Remarks:

The Reporting Persons are filing this form in advance of January 1, 2020, the effective date of the Issuer's transition from a foreign private issuer to a domestic issuer.

	Altria Group, Inc., By: /s/ W. Hildebrandt Surgner, Jr., Vice President, Corporate Secretary and Associate General Counsel	12/31/2019
	Altria Summit LLC, By: /s/ Mary C. Bigelow, Vice President and Secretary	12/31/2019
	Maple Holdco (Bermuda) Ltd., By: /s/ David A. Wise, President	12/31/2019
	Maple Acquireco (Canada) ULC, By: /s/ Mary C. Bigelow, Secretary	12/31/2019
	** Signature of Reporting Person	Date
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