SEC FORM 4

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

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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^*

SICIGNANO HENRY III

(Last)

(First)

(Middle)

8201 MAIN STREET, SUITE 6

(Street)

WILLIAMSVILLE

14221

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
22nd Century Group, Inc. [ XXII.OB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President, Secretary

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2011

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/01/2011		A		600,000⁽¹⁾	A	$0	822,603	D
Common Stock	04/04/2011		P		1,500	A	$1.2	1,500	I	As custodian for minor children
Common Stock	04/11/2011		P		5,000	A	$1.25	5,000	I	IRA
Common Stock	05/03/2011		P		3,000	A	$1.25	4,500	I	As custodian for minor children
Common Stock	05/26/2011		P		1,000	A	$1.15	5,500	I	As custodian for minor children
Common Stock	05/31/2011		P		2,000	A	$1.22	7,500	I	As custodian for minor children
Common Stock	06/07/2011		P⁽²⁾		110,000	A	$1.03	932,603	D
Common Stock								2,542,347	I	Manager⁽³⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrant	$3							01/25/2011	01/25/2016	Common Stock	69,564		69,564	D
Warrant	$1.5							01/25/2011	01/25/2016	Common Stock	15,813		15,813	I	Manager⁽⁴⁾
Warrant	$3							01/25/2011	01/25/2016	Common Stock	784,600		784,600	I	Manager⁽⁴⁾

Explanation of Responses:

1. Restricted stock granted April 1, 2011 to the reporting person under the 22nd Century Group, Inc. 2010 Equity Incentive Plan. The restricted stock vests and becomes exercisable to the extent of 25% on each of the first four anniversaries of the date of grant. The reporting person has filed with the IRS an 83(b) election in connection with this grant. Does not include the contingent right of the reporting person to receive up to 100,000 additional performance shares under the issuer's 2010 Equity Incentive Plan based on the achievement of certain performance targets.

2. The shares acquired are subject to a lock-up agreement and were sold pursuant to the permitted exceptions.

3. Represents 2,542,347 shares of 22nd Century Group, Inc. which are owned directly by Henry Sicignano III Group, LLC, of which Mr. Sicignano is the Manager.

4. Represents warrants to purchase 15,813 shares of Common Stock and 784,600 shares of Common Stock, respectively, of 22nd Century Group, Inc., which were issued to Henry Sicignano III Group, LLC, of which Mr. Sicignano is the Manager.

Remarks:

	/s/ Teri L. Champ, Attorney-in-Fact for Henry Sicignano, III	06/08/2011
	** 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).
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