UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 3)1
Air Industries Group
(Name of Issuer)
Common Stock, par value $0.001
(Title of Class of Securities)
00912N205
(CUSIP Number)
DAVID S. RICHMOND
RICHMOND BROTHERS, INC.
RICHMOND BROTHERS, INC.
3568 Wildwood Avenue
Jackson, Michigan 49202
(517) 435-4040
GUY P. LANDER
CARTER LEDYARD & MILBURN LLP
2 WALL STREET, NEW YORK, NY 10005
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 28, 2021
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ◻.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including
all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
1 The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
|
CUSIP No. 00912N205
|
| 1 |
NAME OF REPORTING PERSON
Richmond Brothers, Inc. |
||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
|
||
| 3 | SEC Use
Only |
||
| 4 |
SOURCE OF FUNDS
OO
|
||
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
☐
|
||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
MICHIGAN
|
||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7 |
SOLE VOTING POWER
- 0 -
|
|
| 8 |
SHARED VOTING POWER
- 0 -
|
||
| 9 |
SOLE DISPOSITIVE POWER
3,480,680*
|
||
| 10 |
SHARED DISPOSITIVE POWER
- 0 -
|
||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,480,680*
|
||
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.8%*
|
||
| 14 |
TYPE OF REPORTING PERSON
|
||
* Includes 312,000 Shares issuable upon the exercise of warrants.
2
|
CUSIP No. 00912N205
|
| 1 |
NAME OF REPORTING PERSON
RBI Private Investment II, LLC |
||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
|
||
| 3 | SEC Use
Only |
||
| 4 |
SOURCE OF FUNDS
WC
|
||
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
☐
|
||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7 |
SOLE VOTING POWER
15,333
|
|
| 8 |
SHARED VOTING POWER
- 0 -
|
||
| 9 |
SOLE DISPOSITIVE POWER
15,333
|
||
| 10 |
SHARED DISPOSITIVE POWER
- 0 -
|
||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,333
|
||
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
|
||
| 14 |
TYPE OF REPORTING PERSON
|
||
3
|
CUSIP No. 00912N205
|
| 1 |
NAME OF REPORTING PERSON
RBI Private Investment III, LLC |
||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
|
||
| 3 | SEC Use
Only |
||
| 4 |
SOURCE OF FUNDS
WC
|
||
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
☐
|
||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7 |
SOLE VOTING POWER
857,059*
|
|
| 8 |
SHARED VOTING POWER
- 0 -
|
||
| 9 |
SOLE DISPOSITIVE POWER
857,059*
|
||
| 10 |
SHARED DISPOSITIVE POWER
- 0 -
|
||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
857,059*
|
||
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.7%*
|
||
| 14 |
TYPE OF REPORTING PERSON
|
||
* Includes 280,000 Shares issuable upon the exercise of warrants.
4
|
CUSIP No. 00912N205
|
| 1 |
NAME OF REPORTING PERSON
RBI PI Manager, LLC |
||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
|
||
| 3 | SEC Use
Only |
||
| 4 |
SOURCE OF FUNDS
AF
|
||
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
☐
|
||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7 |
SOLE VOTING POWER
872,392*
|
|
| 8 |
SHARED VOTING POWER
- 0 -
|
||
| 9 |
SOLE DISPOSITIVE POWER
872,392*
|
||
| 10 |
SHARED DISPOSITIVE POWER
- 0 -
|
||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
872,392*
|
||
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.7%*
|
||
| 14 |
TYPE OF REPORTING PERSON
|
||
| * |
Includes 280,000 Shares issuable upon the exercise of warrants.
|
5
|
CUSIP No. 00912N205
|
| 1 |
NAME OF REPORTING PERSON
Richmond Brothers 401(k) Profit Sharing Plan |
||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
|
||
| 3 | SEC Use
Only |
||
| 4 |
SOURCE OF FUNDS
WC
|
||
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
☐
|
||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
MICHIGAN
|
||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7 |
SOLE VOTING POWER
83,235
|
|
| 8 |
SHARED VOTING POWER
- 0 -
|
||
| 9 |
SOLE DISPOSITIVE POWER
83,235
|
||
| 10 |
SHARED DISPOSITIVE POWER
- 0 -
|
||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
83,235
|
||
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
|
||
| 14 |
TYPE OF REPORTING PERSON
|
||
6
|
CUSIP No. 00912N205
|
| 1 |
NAME OF REPORTING PERSON
David S. Richmond |
||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
|
||
| 3 | SEC Use
Only |
||
| 4 |
SOURCE OF FUNDS
OO
|
||
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
☐
|
||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7 |
SOLE VOTING POWER
872,392!
|
|
| 8 |
SHARED VOTING POWER
83,235
|
||
| 9 |
SOLE DISPOSITIVE POWER
872,392!
|
||
| 10 |
SHARED DISPOSITIVE POWER
3,480,680*
|
||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,353,072!*
|
||
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.6%!*
|
||
| 14 |
TYPE OF REPORTING PERSON
|
||
! Includes 280,000 Shares issuable upon the exercise of warrants.
| * |
Includes 312,000 Shares issuable upon the exercise of warrants.
|
7
|
CUSIP No. 00912N205
|
| 1 |
NAME OF REPORTING PERSON
Matthew J. Curfman |
||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
|
||
| 3 | SEC Use
Only |
||
| 4 |
SOURCE OF FUNDS
OO
|
||
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
☐
|
||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7 |
SOLE VOTING POWER
9,155
|
|
| 8 |
SHARED VOTING POWER
83,235
|
||
| 9 |
SOLE DISPOSITIVE POWER
9,155
|
||
| 10 |
SHARED DISPOSITIVE POWER
3,480,680*
|
||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,489,835*
|
||
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.8%*
|
||
| 14 |
TYPE OF REPORTING PERSON
|
||
| * |
Includes 312,000 Shares issuable upon the exercise of warrants.
|
8
|
CUSIP No. 00912N205
|
The following constitutes Amendment No. 3 to the Schedule 13D filed by the undersigned (“Amendment No. 3”). This Amendment No. 3 amends the Schedule 13D as specifically set forth herein.
Item 5. Interest in Securities of the Issuer.
Items 5(a)-(c) are hereby amended and restated to read as follows:
The aggregate percentage of Shares reported owned by each person named herein is based upon 32,000,155 Shares outstanding as of March
19, 2021, which is the total number of Shares outstanding as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 29, 2021.
| A. |
Richmond Brothers
|
| (a) |
As of the date hereof, 3,480,680 Shares were beneficially owned by the Separately Managed Accounts, including 312,000 Shares issuable upon the exercise of warrants. As the investment advisor to the Separately Managed Accounts, Richmond
Brothers may be deemed the beneficial owner of the 3,480,680 Shares beneficially owned by the Separately Managed Accounts.
|
Percentage: Approximately 10.9%
| (b) |
1. Sole power to vote or direct vote: 0
|
| 2. |
Shared power to vote or direct vote: 0
|
| 3. |
Sole power to dispose or direct the disposition: 3,480,680
|
| 4. |
Shared power to dispose or direct the disposition: 0
|
9
| B. |
RBI PII
|
| (a) |
As of the date hereof, RBI PII beneficially owned 15,333 Shares.
|
Percentage: Less than 1%
| (b) |
1. Sole power to vote or direct vote: 15,333
|
| 2. |
Shared power to vote or direct vote: 0
|
| 3. |
Sole power to dispose or direct the disposition: 15,333
|
| 4. |
Shared power to dispose or direct the disposition: 0
|
| C. |
RBI PIII
|
| (a) |
As of the date hereof, RBI PIII beneficially owned 857,059 Shares, including 280,000 Shares issuable upon the exercise of warrants.
|
Percentage: Approximately 2.7%
| (b) |
1. Sole power to vote or direct vote: 857,059
|
| 2. |
Shared power to vote or direct vote: 0
|
| 3. |
Sole power to dispose or direct the disposition: 857,059
|
| 4. |
Shared power to dispose or direct the disposition: 0
|
| D. |
RBI Manager
|
| (a) |
As the manager of RBI PII and RBI PIII, RBI Manager may be deemed the beneficial owner of the 15,333 Shares owned by RBI PII and the 857,059 Shares beneficially owned by RBI PIII.
|
Percentage: Approximately 2.7%
| (b) |
1. Sole power to vote or direct vote: 872,392
|
| 2. |
Shared power to vote or direct vote: 0
|
| 3. |
Sole power to dispose or direct the disposition: 872,392
|
| 4. |
Shared power to dispose or direct the disposition: 0
|
| E. |
RBI Plan
|
| (a) |
As of the date hereof, the RBI Plan beneficially owned 83,235 Shares.
|
Percentage: Less than 1%
| (b) |
1. Sole power to vote or direct vote: 83,235
|
| 2. |
Shared power to vote or direct vote: 0
|
| 3. |
Sole power to dispose or direct the disposition: 83,235
|
| 4. |
Shared power to dispose or direct the disposition: 0
|
10
| F. |
Mr. Richmond
|
| (a) |
As the Chairman of Richmond Brothers, manager of RBI Manager and a trustee of the RBI Plan, Mr. Richmond may be deemed the beneficial owner of the (i) 4,321,837 Shares beneficially owned by the Separately Managed Accounts, (ii) 15,333
Shares owned by RBI PII, (iii) 857,059 Shares beneficially owned by RBI PIII, and (iv) 83,235 Shares owned by the RBI Plan.
|
Percentage: Approximately 16.6%
| (b) |
1. Sole power to vote or direct vote: 872,392
|
| 2. |
Shared power to vote or direct vote: 83,235
|
| 3. |
Sole power to dispose or direct the disposition: 872,392
|
| 4. |
Shared power to dispose or direct the disposition: 3,480,680
|
| G. |
Mr. Curfman
|
| (a) |
As of the date hereof, Mr. Curfman directly beneficially owned 9,155 Shares. As the President of Richmond Brothers and a trustee of the RBI Plan, Mr. Curfman may be deemed the beneficial owner of the (i) 4,321,837 Shares beneficially owned
by the Separately Managed Accounts and (ii) 83,235 Shares owned by the RBI Plan.
|
Percentage: Approximately 10.8%
| (b) |
1. Sole power to vote or direct vote: 9,155
|
| 2. |
Shared power to vote or direct vote: 83,235
|
| 3. |
Sole power to dispose or direct the disposition: 9,155
|
| 4. |
Shared power to dispose or direct the disposition: 3,480,680
|
The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the
Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities of the Issuer reported
herein that he or it does not directly own.
(c) The transactions in the securities of the Issuer by the Reporting Persons during the past sixty (60) days are set forth in Schedule A and are
incorporated herein by reference. Such transactions were effected in the open market.
11
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: April 30, 2021
|
|
Richmond Brothers, Inc.
By: /s/ David S. Richmond
Name: David S. Richmond
Title: Chairman
RBI Private Investment II, LLC
Manager
By: /s/ David S. Richmond
Name: David S. Richmond
Title: Manager RBI Private Investment III, LLC
By: RBI PI Manager, LLC
Manager
By: /s/ David S. Richmond
Name: David S. Richmond
Title: Manager
By: RBI PI Manager, LLC
By: /s/ David S. Richmond
Name: David S. Richmond
Title: Manager By: Richmond Brothers 401(k) Profit Sharing Plan
By: /s/ David S. Richmond
Name: David S. Richmond
Title: Trustee
/s/ David S. Richmond
David S. Richmond
Matthew J. Curfman
|
12
SCHEDULE A
Transactions in the Securities
of the Issuer During the Past Sixty Days
|
Securities
|
|
|
|
|
Nature of Transaction
|
Purchased/(Sold)
|
Price per Security ($)
|
Date of Purchase/Sale
|
RICHMOND
BROTHERS, INC.
(Through the Separately Managed Accounts)
|
Sale of common stock
|
10,000
|
1.61021
|
03/02/2021
|
||||||
|
Sale of common stock
|
10,000
|
1.61000
|
03/02/2021
|
||||||
|
Sale of common stock
|
8,310
|
1.62000
|
03/02/2021
|
||||||
|
Sale of common stock
|
10,518
|
1.61000
|
03/02/2021
|
||||||
|
Sale of common stock
|
8,537
|
1.61993
|
03/02/2021
|
||||||
|
Sale of common stock
|
5,069
|
1.62000
|
03/02/2021
|
||||||
|
Sale of common stock
|
2,974
|
1.61850
|
03/02/2021
|
||||||
|
Sale of common stock
|
12,293
|
1.60138
|
03/02/2021
|
||||||
|
Sale of common stock
|
4,952
|
1.66830
|
03/02/2021
|
||||||
|
Sale of common stock
|
10,000
|
1.60460
|
03/02/2021
|
||||||
|
Sale of common stock
|
4,080
|
1.61810
|
03/02/2021
|
||||||
|
Sale of common stock
|
2,610
|
1.62540
|
03/02/2021
|
||||||
|
Sale of common stock
|
10,518
|
1.61000
|
03/02/2021
|
||||||
|
Sale of common stock
|
10,000
|
1.50023
|
03/09/2021
|
||||||
|
Sale of common stock
|
1,531
|
1.51000
|
03/09/2021
|
||||||
|
Sale of common stock
|
4,133
|
1.51000
|
03/09/2021
|
||||||
|
Sale of common stock
|
9,330
|
1.47000
|
03/10/2021
|
||||||
|
Sale of common stock
|
3,826
|
1.47500
|
03/10/2021
|
||||||
|
Sale of common stock
|
1,571
|
1.54000
|
03/11/2021
|
||||||
|
Sale of common stock
|
5,567
|
1.53830
|
03/11/2021
|
||||||
|
Sale of common stock
|
1,620
|
1.52000
|
03/11/2021
|
||||||
|
Sale of common stock
|
10,000
|
1.55010
|
03/11/2021
|
||||||
|
Sale of common stock
|
1,703
|
1.55000
|
03/11/2021
|
||||||
|
Sale of common stock
|
5,129
|
1.53000
|
03/11/2021
|
||||||
|
Sale of common stock
|
2,450
|
1.53224
|
03/11/2021
|
||||||
|
Sale of common stock
|
6,131
|
1.55000
|
03/22/2021
|
||||||
|
Sale of common stock
|
7,643
|
1.55970
|
03/22/2021
|
||||||
|
Sale of common stock
|
2,108
|
1.57531
|
03/22/2021
|
||||||
|
Sale of common stock
|
2,116
|
1.59900
|
03/22/2021
|
||||||
|
Sale of common stock
|
2,702
|
1.44909
|
03/24/2021
|
||||||
|
Sale of common stock
|
6,892
|
1.44969
|
03/24/2021
|
||||||
|
Sale of common stock
|
2,979
|
1.55000
|
04/06/2021
|
||||||
|
Sale of common stock
|
3,497
|
1.49000
|
04/07/2021
|
||||||
|
Sale of common stock
|
10,000
|
1.45000
|
04/07/2021
|
||||||
|
Sale of common stock
|
1,833
|
1.46000
|
04/07/2021
|
||||||
|
Sale of common stock
|
4,591
|
1.41000
|
04/08/2021
|
||||||
|
Sale of common stock
|
10,000
|
1.40000
|
04/08/2021
|
||||||
|
Sale of common stock
|
2,101
|
1.41000
|
04/08/2021
|
||||||
|
Sale of common stock
|
4,356
|
1.40500
|
04/08/2021
|
||||||
|
Sale of common stock
|
10,000
|
1.40000
|
04/08/2021
|
||||||
|
Sale of common stock
|
2,500
|
1.40500
|
04/08/2021
|
||||||
|
Sale of common stock
|
3,036
|
1.26000
|
04/14/2021
|
||||||
|
Sale of common stock
|
2,727
|
1.17500
|
04/16/2021
|
||||||
|
Sale of common stock
|
2,303
|
1.17500
|
04/16/2021
|
||||||
|
Sale of common stock
|
2,121
|
1.18000
|
04/16/2021
|
||||||
|
Sale of common stock
|
10,000
|
1.21000
|
04/19/2021
|
||||||
|
Sale of common stock
|
1,757
|
1.21500
|
04/19/2021
|
||||||
|
Sale of common stock
|
3,215
|
1.21139
|
04/19/2021
|
||||||
|
Sale of common stock
|
1,937
|
1.24500
|
04/23/2021
|
||||||
|
Sale of common stock
|
5,223
|
1.34000
|
04/28/2021
|
||||||
|
Sale of common stock
|
7,095
|
1.36000
|
04/28/2021
|
||||||
|
Sale of common stock
|
3,359
|
1.34000
|
04/28/2021
|