Cronos Group Inc. — Director's Dealing 2021

Mar 4, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Cronos Group Inc. (CRON)
CIK: 0001656472
Period of Report: 2021-03-02

Reporting Person: GORENSTEIN MICHAEL RYAN (Director, Executive Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-03-02	COMMON SHARES	M	487500	$0.3938	Acquired	4999796	Direct
2021-03-02	COMMON SHARES	F	143485	$11.0014	Disposed	4856311	Direct
2021-03-02	COMMON SHARES	M	3990221	$0.1929	Acquired	8846532	Direct
2021-03-02	COMMON SHARES	F	69981	$11.0014	Disposed	8776551	Direct
2021-03-02	COMMON SHARES	S	230000	$11.0458	Disposed	8546551	Direct
2021-03-03	COMMON SHARES	S	114015	$10.3869	Disposed	8432536	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-03-02	COMMON SHARE OPTION (right to buy)	$0.3938	M	487500	Disposed	2021-08-05	COMMON SHARES (487500.0)	Direct
2021-03-02	WARRANTS	$0.1929	M	3990221	Disposed	2021-05-27	COMMON SHARES (3990221.0)	Direct

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$0.7875 as reported by Bloomberg as of March 1, 2021.

F2: Cronos Group Inc. (the "Company") withheld 143,485 common shares underlying the options for payment of the exercise price and to cover applicable withholding taxes, using the closing price of the Company's common shares on March 1, 2021 of C$13.97 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$0.7875 as reported by Bloomberg as of March 1, 2021.

F4: 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$0.7875 as reported by Bloomberg as of March 1, 2021.

F5: On March 2, 2021, the reporting person exercised warrants to purchase 3,990,221 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 69,981 common shares to pay the exercise price and issuing to the reporting person the remaining 3,920,240 common shares.

F6: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.715 to $11.37, 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 ranges set forth in footnote (6) and footnote (7) to this Form 4.

F7: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.23 to $10.5901, inclusive.

F8: The options were granted August 5, 2016 and vested in monthly installments over a four-year period.

F9: The warrants were issued between May 16, 2016 and August 12, 2016 and were immediately exercisable.