Air Industries Group

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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^*

Melluzzo Luciano M

(Last)

(First)

(Middle)

1460 FIFTH AVE

(Street)

BAY SHORE

11706

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President

3. Date of Earliest Transaction (Month/Day/Year)
05/23/2023

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

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								100,000	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock options	$3.43	05/23/2023		A⁽¹⁾		48,000		05/23/2023	06/30/2028	Common Stock	48,000	⁽¹⁾	48,000	D
Stock options	$8.3	05/23/2023		D			20,000	⁽²⁾	03/31/2027	Common Stock	20,000	⁽¹⁾	20,000	D
Stock options	$12.2	05/23/2023		D			18,000	⁽³⁾	07/31/2026	Common Stock	18,000	⁽¹⁾	18,000	D
Stock options	$13.9	05/23/2023		D			15,000	03/24/2023	03/31/2026	Common stock	15,000	⁽¹⁾	15,000	D
Stock options	$10.3	05/23/2023		D			20,000	03/25/2022	03/31/2025	Common stock	20,000	⁽¹⁾	20,000	D
Stock options	$8.8	05/23/2023		D			20,000	01/19/2019	01/31/2024	Common Stock	20,000	⁽¹⁾	20,000	D
Stock options	$15	05/23/2023		D			27,000	10/01/2019	09/30/2024	Common stock	27,000	⁽¹⁾	27,000	D

Explanation of Responses:

1. The reporting person and the issuer agreed to a stock option exchange whereby the reporting person exchanged all of his outstanding vested and unvested stock options for an immediately vested stock option to purchase a lesser number of shares than the aggregate number of shares subject to his outstanding stock options, with a modified exercise price and exercise period.

2. Vests as to 6,667 shares on each of April 12, 2022 and March 31, 2023, and 6,666 shares on March 31, 2024.

3. Vests in equal installments of 6,000 shares on July 30, 2021, July 31, 2022 and July 31, 2023.

	/s/ Luciano M. Melluzzo	05/25/2023
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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