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)
9530 MAIN STREET

(Street)
CLARENCE NY 14031

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
22nd Century Group, Inc. [ XXII ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
01/25/2016
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)
Code V Amount (A) or (D) Price
Common Stock 01/25/2016 X 9,025 A $1.2018 24,025 I Custodian for Minor Children
Common Stock 01/25/2016 F 8,575 D $1.265 15,450 I Custodian for Minor Children
Common Stock 2,292,603 D
Common Stock 20,000 I IRA
Common Stock 2,542,347 I Manager(1)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrant to Purchase $1.2018 01/25/2016 X 9,025 01/25/2011 01/25/2016 Common Stock 9,025 $0 0 I Custoian for Minor Children
Warrant to Purchase $0.6 05/15/2012 05/15/2017 Common Stock 20,000 20,000 D
Warrant to Purchase(1) $0.6 11/09/2012 11/09/2017 Common Stock 300,000 300,000 D
Stock Option (right to buy) $0.69 05/18/2012 05/18/2022 Common Stock 100,000 100,000 D
Stock Option (right to buy) $0.96 02/16/2016 02/16/2025 Common Stock 350,000 350,000 D
Explanation of Responses:
1. Shares are owned by Henry Sicignano III Group, LLC.
Remarks:
/s/ John J. Wolfel, Attorney-in-Fact for Henry Sicignano, III 01/27/2016
** 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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