Statement of Changes in Beneficial Ownership (4)
December 16 2021 - 4:29PM
Edgar (US Regulatory)
FORM 4
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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).
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
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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.
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XXII
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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 |
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(Last)
(First)
(Middle)
500 SENECA STREET, SUITE 507 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/14/2021 |
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(Street)
BUFFALO, NY 14204
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | 12/14/2021 | | S | | 23147 (1) | D | $2.1617 (2) | 1064985 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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) | $3.2 | | | | | | | (3) | 3/19/2031 | Common Stock | 85000 | | 85000 | D | |
| Stock option (right to buy) | $1.07 | | | | | | | 8/24/2019 | 8/24/2026 | Common Stock | 250000 | | 250000 | D | |
| Stock option (right to buy) | $1.07 | | | | | | | 9/9/2019 | 8/24/2026 | Common Stock | 300000 | | 300000 | D | |
| Stock option (right to buy) | $1.07 | | | | | | | 9/9/2019 | 8/24/2026 | Common Stock | 100000 | | 100000 | D | |
| Stock option (right to buy) | $1.39 | | | | | | | 4/1/2020 | 5/24/2027 | Common Stock | 68000 | | 68000 | D | |
| Stock option (right to buy) | $2.76 | | | | | | | 3/6/2021 | 3/6/2028 | Common Stock | 77875 | | 77875 | D | |
| Explanation of Responses: |
| (1) | Represents shares sold to satisfy taxes resulting from the vesting of restricted stock units. |
| (2) | The price reported in Column 4 is a weighted average price. The prices actually received ranged from $2.15 to $2.185. The reporting person has provided to the issuer, and will provide to any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range for all transactions reported in this Form 4 utilizing a weighted average price. |
| (3) | Options vest 1/3 per year on the anniversary of the date of grant, subject to continued service with the Company. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
ZERCHER MICHAEL
500 SENECA STREET, SUITE 507
BUFFALO, NY 14204 |
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| President and COO |
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Signatures
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| /s/ John J. Wolfel, Attorney-in-Fact for Michael Zercher | | 12/16/2021 |
| **Signature of Reporting Person | Date |
22nd Century (AMEX:XXII)
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