Statement of Changes in Beneficial Ownership (4)
24 April 2014 - 6:23AM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
*
Moynihan Michael Robert
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2. Issuer Name
and
Ticker or Trading Symbol
22nd Century Group, Inc.
[
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)
Vice President of R&D
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(Last)
(First)
(Middle)
9530 MAIN STREET
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3. Date of Earliest Transaction
(MM/DD/YYYY)
4/21/2014
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(Street)
CLARENCE, NY 14031
(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
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4/21/2014
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S
(1)
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46500
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D
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$2.5556
(2)
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1092434
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D
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Common Stock
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4/22/2014
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S
(1)
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29500
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D
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$2.3522
(3)
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1062934
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D
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Common Stock
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4/23/2014
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S
(1)
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24000
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D
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$2.3105
(4)
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1038934
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D
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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)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Warrant to Purchase
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$2.2029
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1/25/2011
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1/25/2016
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Common Stock
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325154
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325154
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D
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Warrant to Purchase
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$1.2018
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1/25/2011
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1/25/2016
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Common Stock
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6216
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6216
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D
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Warrant to Purchase
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$0.60
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5/15/2012
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5/15/2017
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Common Stock
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150000
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150000
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D
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Stock Option (right to purchase)
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$0.69
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5/18/2012
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5/18/2022
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Common Stock
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100000
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100000
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D
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Stock Option (right to purchase)
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$0.80
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2/25/2013
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2/25/2023
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Common Stock
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75000
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75000
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D
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Explanation of Responses:
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(
1)
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Sales were made pursuant to a Rule 10b5-1 trading plan.
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(
2)
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The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.41 to $2.98, 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.
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(
3)
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The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.25 to $2.51, 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.
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(
4)
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The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.17 to $2.40, 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.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Moynihan Michael Robert
9530 MAIN STREET
CLARENCE, NY 14031
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Vice President of R&D
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Signatures
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/s/ Thomas L. James, Attorney-in-Fact for Michael R. Moynihan
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4/23/2014
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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