Sec Form 4 Filing - Pandolfino Joseph @ 22nd Century Group, Inc. - 2013-06-25

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Pandolfino Joseph 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 X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) 9530 MAIN STREET 3. Date of Earliest Transaction (MM/DD/YY) 06/25/2013 (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 06/25/2013 S 102,600 D $ 0.7 ( 1 ) 5,772,935 D Common Stock 06/26/2013 S 35,000 D $ 0.7 5,737,935 D Common Stock 06/27/2013 S 60,000 D $ 0.71 ( 2 ) 5,677,935 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 $ 0.6 11/09/2012 11/09/2017 Common Stock 240,000 ( 3 ) 240,000 ( 3 ) D Warrant to Purchase $ 0.6 05/15/2012 05/15/2017 Common Stock 12,000 ( 3 ) 12,000 ( 3 ) D Warrant to Purchase $ 1.2212 02/08/2012 02/08/2017 Common Stock 169,506 ( 3 ) 169,506 ( 3 ) D Warrant to Purchase $ 2.6566 01/25/2011 01/26/2016 Common Stock 1,585,779 ( 3 ) 1,585,779 ( 3 ) D Warrant to Purchase $ 1.3605 01/25/2011 01/25/2016 Common Stock 41,345 ( 3 ) 41,345 ( 3 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Pandolfino Joseph 9530 MAIN STREET CLARENCE, NY14031 X X Chief Executive Officer Signatures /s/ Joseph Pandolfino 06/27/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.68 to $0.715, inclusive. The reporting person undertakes to provide to 22nd Century Group, Inc., any security holder of 22nd Century Group, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein. ( 2 )The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.70 to $0.71, inclusive. The reporting person undertakes to provide to 22nd Century Group, Inc., any security holder of 22nd Century Group, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein. ( 3 )The exercise price and/or number of shares underlying this security are subject to adjustment as set forth in the applicable warrant agreement.

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 Number.