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 * JAMES THOMAS L.   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) VP, General Counsel & Sec'y. (Last) (First) (Middle) C/O 22ND CENTURY GROUP, INC., 8560 MAIN STREET, SUITE 4 3. Date of Earliest Transaction (Month/Day/Year) 02/28/2019 (Street) WILLIMASVILLE, NY 14221 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 02/28/2019   A   78,000 (4) A $ 2.41 128,000 D

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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

Stock Option (Right to Buy)

$ 2.76

(1)

03/06/2028

Common Stock

117,146

117,146

D

Stock Option Grant (Right to Buy)

$ 1.39

(2)

05/24/2027

Common Stock

124,000

124,000

D

Stock Option Grant

$ 0.95

(3)

03/04/2026

Common Stock

136,170

136,170

D

Options to Purchase Common Stock

$ 2.61

05/01/2017

05/27/2024

Common Stock

300,000

300,000

D

Stock Option (right to buy)

$ 0.96

02/16/2016

02/16/2025

Common Stock

197.568

197,568

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
JAMES THOMAS L. C/O 22ND CENTURY GROUP, INC. 8560 MAIN STREET, SUITE 4 WILLIMASVILLE, NY 14221			VP, General Counsel & Sec'y.

Signatures

/s/ John J. Wolfel, Attorney-in-Fact for Thomas L. James		03/04/2019
**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)	Stock option grant which vests one-third on each of March 6, 2019, March 6, 2020 and March 6, 2021.
(2)	Stock option grant which vests one-third on each of April 1, 2018, April 1, 2019 and April 1, 2020.
(3)	Stock option grant which vests one-third on each of March 4, 2017, March 4, 2018 and March 4, 2019.
(4)	Restricted stock units vest one-third on February 28, 2020, February 28, 2021, and February 28, 2022 and are subject to continued service by the Reporting Person with the Company.

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