Statement of Changes in Beneficial Ownership (4)

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 OF SECURITIES

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3235-0287

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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

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/YYYY) 3/16/2020
(Street) WILLIAMSVILLE, NY 14221 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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	3/16/2020		A		665821 (1)	A	$0	872536	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)	$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							(2)	5/24/2027	Common Stock	68000		68000	D
Stock option (right to buy)	$2.76							(3)	3/6/2028	Common Stock	77875		77875	D

Explanation of Responses:
(1)	Restricted stock units which vest one-third on March 16, 2021, one-third on March 16, 2022 and one-third on March 16, 2023, subject to continued service by the Reporting Person with the Company.
(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.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
ZERCHER MICHAEL 8560 MAIN ST., SUITE 4 WILLIAMSVILLE, NY 14221			President and COO

Signatures
/s/ John J. Wolfel, Attorney-in-Fact for Michael Zercher		3/16/2020
**Signature of Reporting Person		Date