Amended Statement of Ownership (sc 13g/a)
August 06 2020 - 1:14PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. _6_)*
22nd Century Group Inc.
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(Name of Issuer)
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Common Stock, $0.001 Par Value Per Share
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(Title of Class of Securities)
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90137F103
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(CUSIP Number)
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August 5, 2020
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(Date of Event which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
☒ Rule 13d-1(b)
☐ Rule 13d-1(c)
☐ Rule 13d-1(d)
*The remainder of this cover page shall be
filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of
this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
SCHEDULE 13G
1
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Names of Reporting Persons
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ETF Managers Group LLC
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2
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Check the appropriate box if a member of a Group (see instructions)
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(a) ☐
(b) ☒ See Item of attached schedule
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3
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Sec Use Only
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4
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Citizenship or Place of Organization
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Delaware
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Number of Shares Beneficially Owned by
Each Reporting Person With:
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5
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Sole Voting Power
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13,732,864
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6
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Shared Voting Power
|
|
7
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Sole Dispositive Power
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13,732,864
|
8
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Shared Dispositive Power
|
|
9
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Aggregate Amount Beneficially Owned by Each Reporting Person
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13,732,864
|
10
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Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
|
☐
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11
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Percent of class represented by amount in row (9)
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9.89%
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12
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Type of Reporting Person (See Instructions)
|
IA
|
|
|
|
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(a) Name
of Issuer: 22nd Century Group Inc.
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(b)
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Address of Issuer’s Principal Executive Offices: 8560 Main Street, Williamsville, New
York 14221
|
|
(a)
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Name of Person Filing: ETF Managers Group LLC
|
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(b)
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Address of Principal Business Office or, if None, Residence:
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ETF Managers Group LLC - 30 Maple Street, Suite
2, Summit, New Jersey 07091
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(c)
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Citizenship: ETF Managers Group LLC – Delaware
|
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(d)
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Title and Class of Securities: Common Stock
|
|
Item 3.
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If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing
is a:
|
|
(a)
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☐ Broker or dealer registered under Section 15 of the Act;
|
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(b)
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☐ Bank as defined in Section 3(a)(6) of the Act;
|
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(c)
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☐ Insurance company as defined in Section 3(a)(19) of the Act;
|
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(d)
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☐ Investment company registered under Section 8 of the Investment Company Act of 1940;
|
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(e)
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☒ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
|
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(f)
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☐ An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
|
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(g)
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☐ A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
|
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(h)
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☐ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
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(i)
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☐ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the
Investment Company Act of 1940;
|
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(j)
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☐ A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);
|
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(k)
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☐ Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with
Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____
|
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(a)
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Amount Beneficially Owned: 13,732,864
|
(b) Percent
of Class: 9.89%
(c) Number
of shares as to which such person(s) has:
(i) Sole
power to vote or to direct the vote: 13,732,864
(ii) Shared
power to vote or to direct the vote:
|
(iii)
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Sole power to dispose or to direct the disposition of: 13,732,864
|
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(iv)
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Shared power to dispose or to direct the disposition of:
|
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Item 5.
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Ownership of Five Percent or Less of a Class.
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If this statement is being filed
to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent
of the class of securities, check the following [ ].
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Item 6.
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Ownership of more than Five Percent on Behalf of Another Person.
|
The
ETFMG Alternative Harvest ETF, a series of the ETF Managers Trust, which is managed on a discretionary basis by ETF Managers Group
LLC, has the right or the power to direct the receipt of dividends, or the proceeds from the sale of Common Stock.
|
Item 7.
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Identification and classification of the subsidiary which acquired the security being reported
on by the parent holding company or control person.
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Not
Applicable
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Item 8.
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Identification and classification of members of the group.
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Not
Applicable.
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Item 9.
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Notice of Dissolution of Group.
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Not
Applicable
By
signing below, we certify that, to the best of our knowledge and belief, the securities referred to above were acquired and are
held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing
or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant
in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of our knowledge
and belief, we certify that the information set forth in this statement is true, complete and correct.
Dated: August 6, 2020
/s/ Reshma A. Tanczos
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Name/Title: Reshma A. Tanczos,
|
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Chief Compliance Officer, ETF Managers Group LLC
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