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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1. Name and Address of Reporting Person * Moynihan Michael Robert   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) Vice President of R&D (Last) (First) (Middle) 9530 MAIN STREET 3. Date of Earliest Transaction (Month/Day/Year) 11/02/2015 (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 11/02/2015   S(1)   31,060 D $ 1.3926 (2) 1,007,874 D   Common Stock 11/03/2015   S(1)   18,940 D $ 1.4232 (3) 988,934 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

$ 2.2029

01/25/2011

01/25/2016

Common Stock

325,154

325,154

D

Warrant to Purchase

$ 1.2018

01/25/2011

01/25/2016

Common Stock

6,216

6,216

D

Warrant to Purchase

$ 0.6

05/15/2012

05/15/2017

Common Stock

150,000

150,000

D

Stock Option (right to purchase)

$ 0.69

05/18/2012

05/18/2022

Common Stock

100,000

100,000

D

Stock Option (right to purchase)

$ 0.8

02/25/2013

02/25/2023

Common Stock

75,000

75,000

D

Stock Option (right to buy)

$ 0.96

02/16/2016

02/16/2025

Common Stock

194,529

194,529

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Moynihan Michael Robert 9530 MAIN STREET CLARENCE, NY 14031			Vice President of R&D

Signatures

/s/ John J. Wolfel, Attorney-in-Fact for Michael R. Moynihan		11/04/2015
**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)	Shares sold pursuant to Rule 10b5-1 trading plan maintained by the Reporting Person.
(2)	The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $1.36 to $1.43, inclusive. The Reporting Person undertakes to provide 22nd Century Group, Inc., any security holder of 22nd Century Group, Inc., or the staff of the Securities & Exchange Commission, upon request, information regarding the number of shares sold at each separate price within the range set forth herein.
(3)	The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $1.38 to $1.47, inclusive. The Reporting Person undertakes to provide 22nd Century Group, Inc., any security holder of 22nd Century Group, Inc., or the staff of the Securities & Exchange Commission, upon request, information regarding the number of shares sold at each separate price within the range set forth herein.

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