Sec Form 4 Filing - ZERCHER MICHAEL @ 22nd Century Group, Inc. - 2019-12-13

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 ZERCHER MICHAEL 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) President and COO (Last) (First) (Middle) 8560 MAIN ST., SUITE 4 3. Date of Earliest Transaction (MM/DD/YY) 12/13/2019 (Street) WILLIAMSVILLE, NY14221 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 12/13/2019 A 150,000 ( 1 ) A $ 0 206,715 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 Stock option (right to buy) $ 1.07 08/24/2019 08/24/2026 Common Stock 250,000 250,000 D Stock option (right to buy) $ 1.07 09/09/2019 08/24/2026 Common Stock 300,000 300,000 D Stock option (right to buy) $ 1.07 09/09/2019 08/24/2026 Common Stock 100,000 100,000 D Stock option (right to buy) $ 1.39 ( 2 ) 05/24/2027 Common Stock 68,000 68,000 D Stock option (right to buy) $ 2.76 ( 3 ) 03/06/2028 Common Stock 77,875 77,875 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ZERCHER MICHAEL 8560 MAIN ST., SUITE 4 WILLIAMSVILLE, NY14221 President and COO Signatures /s/ John J. Wolfel, Attorney-in-Fact for Michael Zercher 12/17/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Restricted stock units vest one-half on 12/13/2020 and one-half on 12/13/2021, subject to continued service. ( 2 )45,333 stock options are currently exercisable, with the remainder exercisable on April 1, 2020. ( 3 )25,959 stock options are currently exercisable, with 25,958 stock options exercisable on March 6, 2020 and March 6, 2021.

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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