SEC Form 4

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* MATHUR PUNEET (Last) (First) (Middle) 111 PETER STREET, SUITE 300 (Street) TORONTO A6 M5V 2H1 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Cronos Group Inc. [ CRON ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Vice President & Controller
	3. Date of Earliest Transaction (Month/Day/Year) 03/01/2021
	4. 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 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

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
RESTRICTED STOCK UNITS	(1)	03/01/2021		A		4,646		(2)	(2)	COMMON SHARES	4,646	$0	12,865	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") represents a contingent right to receive one common share of Cronos Group Inc.

2. The RSUs vest in three substantially equal annual installments beginning March 1, 2022, subject to continued employment through each applicable vesting date.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Eileen Uy, as attorney-in-fact for Puneet Mathur	03/03/2021
	** 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.

Puneet Mathur  Exhibit 24


Authorization and Designation
to Sign and File
Section 16 Reporting Forms



    The undersigned, an executive officer of Cronos Group Inc., a corporation
organized under the British Columbia Business Corporations Act (the "Company"), does
hereby authorize and designate Jerry Barbato, Xiu Ming Shum or Eileen Uy, each with
right to substitute and resubstitute, but for only so long as each of them is an employee 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 3/2/2021.




                            /s/ Puneet Mathur
                            Puneet Mathur
                            VP & Controller