0000899243-19-030267.txt : 20191231 0000899243-19-030267.hdr.sgml : 20191231 20191231142413 ACCESSION NUMBER: 0000899243-19-030267 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20191231 FILED AS OF DATE: 20191231 DATE AS OF CHANGE: 20191231 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ALTRIA GROUP, INC. CENTRAL INDEX KEY: 0000764180 STANDARD INDUSTRIAL CLASSIFICATION: CIGARETTES [2111] STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38403 FILM NUMBER: 191319135 BUSINESS ADDRESS: STREET 1: 6601 WEST BROAD STREET CITY: RICHMOND STATE: VA ZIP: 23230 BUSINESS PHONE: (804) 274-2200 MAIL ADDRESS: STREET 1: 6601 WEST BROAD STREET CITY: RICHMOND STATE: VA ZIP: 23230 FORMER NAME: FORMER CONFORMED NAME: ALTRIA GROUP INC DATE OF NAME CHANGE: 20030127 FORMER NAME: FORMER CONFORMED NAME: PHILIP MORRIS COMPANIES INC DATE OF NAME CHANGE: 19920703 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Altria Summit LLC CENTRAL INDEX KEY: 0001797821 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38403 FILM NUMBER: 191319136 BUSINESS ADDRESS: STREET 1: C/O ALTRIA GROUP, INC. STREET 2: 6601 WEST BROAD STREET CITY: RICHMOND STATE: VA ZIP: 23230 BUSINESS PHONE: (804) 274-2200 MAIL ADDRESS: STREET 1: C/O ALTRIA GROUP, INC. STREET 2: 6601 WEST BROAD STREET CITY: RICHMOND STATE: VA ZIP: 23230 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Maple Holdco (Bermuda) Ltd. CENTRAL INDEX KEY: 0001797904 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38403 FILM NUMBER: 191319137 BUSINESS ADDRESS: STREET 1: C/O ALTRIA GROUP, INC. STREET 2: 6601 WEST BROAD STREET CITY: RICHMOND STATE: VA ZIP: 23230 BUSINESS PHONE: (804) 274-2200 MAIL ADDRESS: STREET 1: C/O ALTRIA GROUP, INC. STREET 2: 6601 WEST BROAD STREET CITY: RICHMOND STATE: VA ZIP: 23230 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Maple Acquireco (Canada) ULC CENTRAL INDEX KEY: 0001797863 STATE OF INCORPORATION: A1 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38403 FILM NUMBER: 191319138 BUSINESS ADDRESS: STREET 1: C/O ALTRIA GROUP, INC. STREET 2: 6601 WEST BROAD STREET CITY: RICHMOND STATE: VA ZIP: 23230 BUSINESS PHONE: (804) 274-2200 MAIL ADDRESS: STREET 1: C/O ALTRIA GROUP, INC. STREET 2: 6601 WEST BROAD STREET CITY: RICHMOND STATE: VA ZIP: 23230 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Cronos Group Inc. CENTRAL INDEX KEY: 0001656472 STANDARD INDUSTRIAL CLASSIFICATION: MEDICINAL CHEMICALS & BOTANICAL PRODUCTS [2833] IRS NUMBER: 000000000 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 720 KING STREET W STREET 2: SUITE 320 CITY: TORONTO STATE: A6 ZIP: M5V 2T3 BUSINESS PHONE: (416) 504-0004 MAIL ADDRESS: STREET 1: 720 KING STREET W STREET 2: SUITE 320 CITY: TORONTO STATE: A6 ZIP: M5V 2T3 FORMER COMPANY: FORMER CONFORMED NAME: PharmaCan Capital Corp. DATE OF NAME CHANGE: 20151021 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2019-12-31 0 0001656472 Cronos Group Inc. CRON 0000764180 ALTRIA GROUP, INC. 6601 WEST BROAD STREET RICHMOND VA 23230 0 0 1 0 0001797821 Altria Summit LLC C/O ALTRIA GROUP, INC. 6601 WEST BROAD STREET RICHMOND VA 23230 0 0 1 0 0001797904 Maple Holdco (Bermuda) Ltd. C/O ALTRIA GROUP, INC. 6601 WEST BROAD STREET RICHMOND VA 23230 0 0 1 0 0001797863 Maple Acquireco (Canada) ULC C/O ALTRIA GROUP, INC. 6601 WEST BROAD STREET RICHMOND VA 23230 0 0 1 0 Common shares, no par value ("Common Shares") 156573537 I See Footnote Warrant (right to buy) 19.00 2019-03-08 2023-03-08 Common Shares 77320265 I See Footnote 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"). 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. Reflects 156,573,537 Common Shares of the Issuer directly held by Acquireco. 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. The exercise price is expressed in Canadian dollars. 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 2019-12-31 Altria Summit LLC, By: /s/ Mary C. Bigelow, Vice President and Secretary 2019-12-31 Maple Holdco (Bermuda) Ltd., By: /s/ David A. Wise, President 2019-12-31 Maple Acquireco (Canada) ULC, By: /s/ Mary C. Bigelow, Secretary 2019-12-31