SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
TAGLICH MICHAEL N

(Last) (First) (Middle)
C/O TAGLICH BROTHERS, INC.
790 NEW YORK AVENUE, SUITE 209

(Street)
HUNTINGTON NY 11743

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
AIR INDUSTRIES GROUP [ AIRI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
04/04/2019
4. If Amendment, Date of 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
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 04/04/2019 J(1) 14,153 D $1.12 3,590,243(1) D
Common Stock 27,891 I See Note(2)
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 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: 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 Options $1.28 02/13/2019 A 10,000 03/31/2019(3) 12/31/2025 Common Stock 10,000 $0 10,000 D
Stock Options $1.59 05/14/2018 A 13,000 05/14/2018(4) 05/31/2023 Common Stock 13,000 $0 13,000 D
Stock Options $11.73 05/16/2014 A 750 05/16/2014 05/15/2019 Common Stock 750 $0 750 D
Stock Options $9.24 08/21/2014 A 750 08/21/2014 08/20/2019 Common Stock 750 $0 750 D
Stock Options $10.26 11/24/2014 A 1,750 11/24/2014 11/23/2019 Common Stock 1,750 $0 1,750 D
Stock Options $10.05 04/16/2015 A 3,000 (5) 04/05/2020 Common Stock 3,000 $0 3,000 D
Stock Options $4.64 06/02/2016 A 3,000 (6) 06/01/2021 Common Stock 3,000 $0 3,000 D
Stock Options (right to purchase) $1.69 01/02/2018 A 3,000 01/02/2018 12/31/2022 Common Stock 3,000 $0 3,000 D
Convertible Notes $1.5 09/30/2018 J(7) $1,300,000 09/30/2018 12/31/2020 Common Stock 866,666(8) $1,300,000 $1,300,000 D
Convertible Notes $0.93 01/15/2019 P $1,000,000 01/15/2019 12/31/2020 Common Stock 1,075,268(8) $1,000,000 $1,000,000 D
Convertible Notes $1.5 09/30/2018 J(9) $382,000 09/30/2018 12/31/2020 Common Stock 254,666(8) $382,000 $382,000 I See Note(9)
Convertible Notes $0.93 01/15/2019 J(10) $80,000 01/15/2019 12/31/2020 Common Stock 86,021(8) $80,000 $80,000 I See Note(10)
Warrants $1.4 10/01/2018 J(11) 17,500 10/01/2018 09/30/2023 Common Stock 17,500 $0 17,500 I See Note(11)
Warrants $8.72 01/01/2014 A 10,000 04/01/2014 12/31/2019 Common Stock 10,000 $0 10,000 I See Note(12)
Warrants $5 08/19/2016 P 61,817 08/19/2016 07/31/2021 Common Stock 61,817 $0 61,817 D
Warrants $6.15 10/13/2016 J(13) 16,500 11/27/2016 05/26/2021 Common Stock 16,500 $0 16,500 D
Warrants $6.15 10/13/2016 J 19,300 09/01/2016 07/31/2021 Common Stock 19,300 $0 19,300 D
Warrants $3 11/23/2016 P 88,889 11/23/2016 11/30/2021 Common Stock 88,889 $0 88,889 D
Warrants $3 12/22/2016 P 22,814 12/22/2016 11/30/2021 Common Stock 22,814 $0 111,703 D
Warrants $3 03/15/2017 J 19,000 11/22/2016 11/30/2021 Common Stock 19,000 $0 130,703 D
Warrants $1.5 11/29/2017 P 48,000 01/29/2017 11/30/2022 Common Stock 48,000 $0 48,000 D
Warrants $3 03/15/2017 J(13) 13,000 12/22/2016 11/30/2021 Common Stock 13,000 $0 143,703 D
Warrants $4.45 03/15/2017 J(13) 7,880 02/17/2017 01/31/2022 Common Stock 7,880 $0 7,880 D
Warrants $3.3 03/15/2017 J(13) 4,850 03/08/2017 01/31/2022 Common Stock 4,850 $0 4,850 D
Warrants $3.78 03/15/2017 J(13) 4,775 03/15/2017 01/31/2022 Common Stock 4,775 $0 4,775 D
Warrants $4 03/21/2017 J(13) 964 03/21/2017 01/31/2022 Common Stock 964 $0 964 D
Warrants $1.5(14) 05/12/2017 P 98,591(15) 05/12/2017 05/12/2022 Common Stock 98,591(15) $0 98,591(15) D
Warrants $3.78 03/15/2017 J(16) 3,354 03/15/2017 01/31/2022 Common Stock 3,354 $0 3,354 I See Note(16)
Warrants $4 03/21/2017 J(16) 615 03/21/2017 01/31/2022 Common Stock 615 $0 615 I See Note(16)
Explanation of Responses:
1. Represents shares issued in lieu of cash payment of director's fees.
2. Represents shares owned by Taglich Brothers, Inc., of which the Reporting Person is Chairman and President.
3. Vests as to 2,500 shares on March 31, 2019, and an additional 2,500 shares on each of June 30, 2019, September 31, 2019 and December 31, 2019.
4. Fully vested as of 12/31/2018.
5. Fully vested as of 11/01/2016.
6. Fully vested as of 01/01/2017.
7. Represents Issuer's 6% convertible notes received pursuant to amendment to Issuer's 8% convertible notes.
8. Does not include shares issued upon conversion for accrued interest on the Notes.
9. Represents 6% convertible notes issued to Taglich Brothers, Inc., of which the Reporting Person is Chairman and President, pursuant to amendment to Issuer's 8% convertible notes originally issued in lieu of cash payment of commissions earned for acting as placement agent for the sale of Issuer's 8% convertible notes.
10. Represents 7% convertible notes issued to Taglich Brothers, Inc., of which the Reporting Person is Chairman and President, issued in lieu of cash payment of commissions earned for acting as placement agent for the sale of Issuer's 7% convertible notes in January 2019.
11. Represents warrants issued to Taglich Brothers, Inc., of which the Reporting Person is Chairman and President, for acting as placement agent for the sale of Issuer's shares of common stock in October 2018.
12. Represents warrants received by Taglich Brothers, Inc., of which the Reporting Person is Chairman and President, pursuant to Capital Markets Advisory Agreement.
13. Assignment of a portion of Placement Agent Warrants originally issued to Taglich Brothers, Inc., of which the Reporting Person is Chairman and President.
14. Exercise price was reduced from $2.49 to $1.50 per share, the public offering price of the Issuer's common stock in the Issuer's public offering which closed on July 12, 2017, pursuant to the terms of the warrant.
15. Includes warrants previously owned by a partnership of which Reporting Person was a General Partner, received upon liquidation at the end of 2018
16. Represents warrants received by Taglich Brothers, Inc., of which the Reporting Person is Chairman and President, which acted as placement agent for the sale of Issuer's 8% convertible notes, in lieu of cash payment of commissions.
/s/ Michael N. Taglich 04/04/2019
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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