Sec Form 4 Filing - Moynihan Michael Robert @ 22nd Century Group, Inc. - 2013-03-26

Insider filing report for Changes in Beneficial Ownership
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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
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Moynihan Michael Robert
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)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Vice President of R&D
(Last) (First) (Middle)
9530 MAIN STREET
3. Date of Earliest Transaction (MM/DD/YY)
03/26/2013
(Street)
CLARENCE, NY14031
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 03/26/2013 S 5,000 D $ 0.83 1,033,934 D
Common Stock 03/27/2013 S 4,500 D $ 0.888 1,029,434 D
Common Stock 03/27/2013 S 500 D $ 0.91 1,028,934 D
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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
Warrant to Purchase $ 3 01/25/2011 01/25/2016 Common Stock 238,761 238,761 D
Warrant to Purchase $ 1.5 01/25/2011 01/25/2016 Common Stock 4,950 4,950 D
Warrant to Purchase $ 1 05/15/2012 05/15/2017 Common Stock 150,000 150,000 D
Stock Option (right to purchase) $ 0.69 05/18/2012 05/18/2022 Common Stock 100,000 100,000 D
Stock Option (right to purchase) $ 0.8 02/25/2013 02/25/2023 Common Stock 75,000 75,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Moynihan Michael Robert
9530 MAIN STREET
CLARENCE, NY14031
Vice President of R&D
Signatures
/s/ Thomas L. James, Attorney-in-Fact for Michael R. Moynihan 03/28/2013
Signature of Reporting Person Date
Explanation of Responses:

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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