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 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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(Print or Type Responses)

1. Name and Address of Reporting Person * Pandolfino Joseph   2. Issuer Name and Ticker or Trading Symbol 22nd Century Group, Inc. [XXII] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director __X__ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) 9530 MAIN STREET 3. Date of Earliest Transaction (Month/Day/Year) 03/10/2014 (Street) CLARENCE, NY 14031 4. If Amendment, Date Original Filed(Month/Day/Year) 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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 03/10/2014   M   112,000 A $ 0.6 6,109,935 D   Common Stock 03/10/2014   S   65,000 D $ 6.04 (1) 6,044,935 D   Common Stock 03/12/2014   S   30,000 D $ 5.05 (2) 6,014,935 D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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 (Month/Day/Year)

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

Warrant to Purchase

$ 0.6

03/10/2014

M

100,000

11/09/2012

11/09/2017

Common Stock

140,000

$ 0

140,000

D

Warrant to Purchase

$ 0.6

03/10/2014

M

12,000

05/15/2012

05/15/2017

Common Stock

0

$ 0

0

D

Warrant to Purchase

$ 1.1497

02/08/2012

02/08/2017

Common Stock

180,047 (3)

180,047 (3)

D

Warrant to Purchase

$ 2.2136

01/25/2011

01/26/2016

Common Stock

1,903,136 (3)

1,903,136 (3)

D

Warrant to Purchase

$ 1.2018

01/25/2011

01/25/2016

Common Stock

47,088 (3)

47,088 (3)

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Pandolfino Joseph 9530 MAIN STREET CLARENCE, NY 14031	X	X	Chief Executive Officer

Signatures

/s/ Joseph Pandolfino		03/12/2014
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The price reported is an average weighted price. These shares were sold in multiple transactions at prices ranging from $5.80 to $6.24, 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.
(2)	The price reported is an average weighted price. These shares were sold in multiple transactions at prices ranging from $4.89 to $5.24, 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.
(3)	The exercise price and/or number of shares underlying this security are subject to adjustment as set forth in the applicable warrant agreement.

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