FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

JAMES THOMAS L.
2. Issuer Name and Ticker or Trading Symbol

22nd Century Group, Inc. [ XXII ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
VP, General Counsel & Sec'y.
(Last)          (First)          (Middle)

C/O 22ND CENTURY GROUP, INC., 8560 MAIN STREET
3. Date of Earliest Transaction (MM/DD/YYYY)

6/29/2018
(Street)

WILLIAMSVILLE, NY 14221
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Code V Amount (A) or (D) Price
Common Stock   6/29/2018     S    50000   D $2.4385   (4) 50000   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy)   $2.76                      (1) 3/6/2028   Common Stock   117146     117146   D    
Stock Option Grant (Right to Buy)   $1.39                      (2) 5/24/2027   Common Stock   124000     124000   D    
Stock Option Grant   $.95                      (3) 3/4/2026   Common Stock   136170     136170   D    
Options to Purchase Common Stock   $2.61                    5/1/2017   5/27/2024   Common Stock   300000     300000   D    
Stock Option (right to buy)   $.96                    2/16/2016   2/16/2025   Common Stock   197.568     197568   D    

Explanation of Responses:
(1)  Stock option grant which vests one-third on each of March 6, 2019, March 6, 2020 and March 6, 2021.
(2)  Stock option grant which vests one-third on each of April 1, 2018, April 1, 2019 and April 1, 2020.
(3)  Stock option grant which vests one-third on each of March 4, 2017, March 4, 2018 and March 4, 2019.
(4)  The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $2.42 to $2.49, inclusive. The Reporting Person undertakes to provide 22nd Century Group, Inc. (the "Company"), any security holder of the Company, or the staff of the Securities & Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
JAMES THOMAS L.
C/O 22ND CENTURY GROUP, INC.
8560 MAIN STREET
WILLIAMSVILLE, NY 14221


VP, General Counsel & Sec'y.

Signatures
/s/ John J. Wolfel, Attorney-in-Fact for Thomas L. James 7/3/2018
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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