Cronos Group Inc. — Director's Dealing 2021

Mar 16, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Cronos Group Inc. (CRON)
CIK: 0001656472
Period of Report: 2021-03-12

Reporting Person: ADLER JASON MARC (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-03-12	COMMON SHARES	M	83334	$0.3962	Acquired	5562426	Direct
2021-03-12	COMMON SHARES	F	3179	$10.3871	Disposed	5559247	Direct
2021-03-12	COMMON SHARES	M	1200000	$0.9745	Acquired	6759247	Direct
2021-03-12	COMMON SHARES	F	112586	$10.3871	Disposed	6646661	Direct
2021-03-12	COMMON SHARES	M	2737132	$0.1941	Acquired	9383793	Direct
2021-03-12	COMMON SHARES	F	51152	$10.3871	Disposed	9332641	Direct
2021-03-15	COMMON SHARES	S	452810	$10.6527	Disposed	8879831	Direct
2021-03-12	COMMON SHARES	M	1250000	$0.1941	Acquired	1250000	Indirect
2021-03-12	COMMON SHARES	F	23361	$10.3871	Disposed	1226639	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-03-12	COMMON SHARE OPTION (right to buy)	$0.3962	M	83334	Disposed	2021-08-10	COMMON SHARES (83334.0)	Direct
2021-03-12	COMMON SHARE OPTION (right to buy)	$0.9745	M	1200000	Disposed	2021-10-06	COMMON SHARES (1200000.0)	Direct
2021-03-12	WARRANTS	$0.1941	M	2737132	Disposed	2021-05-27	COMMON SHARES (2737132.0)	Direct
2021-03-12	WARRANTS	$0.1941	M	1250000	Disposed	2021-05-27	COMMON SHARES (1250000.0)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
COMMON SHARES	503478	Indirect
COMMON SHARES	2014228	Indirect

Footnotes

F1: The price reported was converted from the Canadian exercise price of C$0.50 to U.S. dollars using an exchange rate of C$1.00 to US$0.7923 as reported by Bloomberg as of March 11, 2021.

F2: Cronos Group Inc. (the "Company") withheld 3,179 common shares underlying the options for payment of the exercise price, using the closing price of the Company's common shares on March 11, 2021 of C$13.11 as reported on the Toronto Stock Exchange.

F3: The price reported is in U.S. dollars based on the exchange rate of C$1.00 to US$0.7923 as reported by Bloomberg as of March 11, 2021.

F4: The price reported was converted from the Canadian exercise price of C$1.23 to U.S. dollars using an exchange rate of C$1.00 to US$0.7923 as reported by Bloomberg as of March 11, 2021.

F5: The Company withheld 112,586 common shares underlying the options for payment of the exercise price, using the closing price of the Company's common shares on March 11, 2021 of C$13.11 as reported on the Toronto Stock Exchange.

F6: The price reported was converted from the Canadian exercise price of C$0.245 to U.S. dollars using an exchange rate of C$1.00 to US$0.7923 as reported by Bloomberg as of March 11, 2021.

F7: On March 12, 2021, the reporting person exercised warrants to purchase 2,737,132 common shares of the Company for C$0.245 per common share. The reporting person paid the exercise price on a cashless basis, resulting in the Company's withholding of 51,152 common shares to pay the exercise price and issuing to the reporting person the remaining 2,685,980 common shares.

F8: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.40 to 10.90, inclusive. The reporting person undertakes to provide to the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote (8) to this Form 4.

F9: On December 16, 2020, the reporting person transferred the corresponding warrants as a gift to his spouse, who shares the reporting person's household. On the same day of such gift transfer, the reporting person's spouse transferred such warrants as a gift to the Rachel Adler 2020 Gift Trust (the "Trust"), of which the reporting person is a trustee.

F10: On March 11, 2021, the Trust exercised warrants to purchase 1,250,000 common shares of the Company for C$0.245 per common share. The Trust paid the exercise price on a cashless basis, resulting in the Company's withholding of 23,361 common shares to pay the exercise price and issuing to the Trust the remaining 1,226,639 common shares.

F11: Gotham Green GP 1, LLC is the general partner of Gotham Green Fund 1, LP. The reporting person, as the Managing Member of Gotham Green GP 1, LLC, may be deemed to be the indirect beneficial owner of such shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The reporting person disclaims that he is the beneficial owner of such shares, except to the extent of his pecuniary interest.

F12: Gotham Green GP 1, LLC is the general partner of Gotham Green Fund 1(Q), LP. The reporting person, as the Managing Member of Gotham Green GP 1, LLC, may be deemed to be the indirect beneficial owner of such shares for purposes of Section 16 of the Exchange Act. The reporting person disclaims that he is the beneficial owner of such shares, except to the extent of his pecuniary interest.

F13: The options were granted August 10, 2016 and vested in monthly installments over a four-year period.

F14: The options were granted October 6, 2016 and vested in monthly installments over a four-year period.