| Item 1. | |
| (a) | Name of issuer:
22nd Century Group, Inc. |
| (b) | Address of issuer's principal executive offices:
321 Farmington Road Mocksville, North Carolina 27028 |
| Item 2. | |
| (a) | Name of person filing:
This statement is jointly filed by and on behalf of each of Joseph Reda and SEG Opportunity Fund, LLC, a New York limited liability company ("SEG", and together with Mr. Reda, "Reporting Persons"). Mr. Reda is the manager of, and may be deemed to beneficially own securities beneficially owned by, SEG. SEG is the record and direct beneficial owner of the shares of Common Stock of the Issuer covered by this statement.
Each Reporting Person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement.
Each Reporting Person may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for the purpose of Section 13(d) or 13(g) of the Act. Each of the Reporting Persons declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purpose of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any group with respect to the Issuer or any securities of the Issuer. |
| (b) | Address or principal business office or, if none, residence:
For Joseph Reda:
1324 Manor Circle Pelham, NY 10803
For SEG Opportunity Fund, LLC:
135 Sycamore Drive Roslyn, NY 11576 |
| (c) | Citizenship:
Joseph Reda is a citizen of the United States. SEG is a New York limited liability company. |
| (d) | Title of class of securities:
Common Stock, $0.00001 par value per share |
| (e) | CUSIP No.:
|
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
|
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
|
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
|
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
|
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
|
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
|
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
|
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
|
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
|
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
|
| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
See Item 9 on the cover pages(s) hereto. |
| (b) | Percent of class:
See Item 11 on the cover page(s) hereto. |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
See Item 5 on the cover pages hereto.
|
| | (ii) Shared power to vote or to direct the vote:
See Item 6 on the cover pages hereto.
|
| | (iii) Sole power to dispose or to direct the disposition of:
See Item 7 on the cover pages hereto.
|
| | (iv) Shared power to dispose or to direct the disposition of:
See Item 8 on the cover pages hereto.
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| |
Not Applicable
|
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
| |
Not Applicable
|
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
| |
Not Applicable
|
| Item 8. | Identification and Classification of Members of the Group. |
| |
Not Applicable
|
| Item 9. | Notice of Dissolution of Group. |
| |
Not Applicable
|
Rule 13d-1(c)