22nd Century Group, Inc. — Director's Dealing 2012

Nov 14, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: 22nd Century Group, Inc. (XXII.OB)
CIK: 0001347858
Period of Report: 2012-11-09

Reporting Person: SICIGNANO HENRY III (Director, CFO, President, Secretary, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-11-09	Common Stock	P	600000	—	Acquired	1752603	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-11-09	Warrant to Purchase	$1.00	P	300000	Acquired	2017-11-09	Common Stock (300000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	15000	Indirect
Common Stock	20000	Indirect
Common Stock	2542347	Indirect

Footnotes

F1: The reported securities are within units purchased by the reporting person for a purchase price of $0.25 per unit. Each unit consists of one share of common stock and one warrant to purchase one share of common stock.

F2: Includes 100,000 shares granted under the Company's Equity Incentive Plan that are subject to forfeiture if certain performance conditions are not satisfied.

F3: Shares are owned by Henry Sicignano III Group, LLC of which Mr. Sicignano is the Manager.