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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
AIR INDUSTRIES GROUP [ AIRI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/02/2018 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 10/03/2017 | C | 2,624,907(1) | A | $1.5 | 3,026,933 | D | |||
Common Stock | 11/29/2017 | P | 144,927 | A | $1.38 | 3,171,860 | D | |||
Common Stock | 10/03/2017 | C | 137,186(2) | A | $1.5 | 149,932 | I | See Note(2) | ||
Common Stock | 17,990 | I | See Note(3) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | $6 | 04/23/2013 | A | 750 | 04/23/2013 | 04/23/2018 | Common Stock | 750 | $0 | 750 | D | ||||
Stock Options | $7.86 | 09/30/2013 | A | 750 | 09/30/2013 | 09/30/2018 | Common Stock | 750 | $0 | 750 | D | ||||
Stock Options | $8.98 | 12/31/2013 | A | 750 | 12/31/2013 | 12/31/2018 | Common Stock | 750 | $0 | 750 | D | ||||
Stock Options | $9.38 | 03/31/2014 | A | 750 | 03/31/2014 | 03/31/2019 | Common Stock | 750 | $0 | 750 | 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 | 04/06/2015 | A | 3,000 | (4) | 04/05/2020 | Common Stock | 3,000 | $0 | 3,000 | D | ||||
Stock Options | $4.64 | 06/02/2016 | A | 3,000 | (5) | 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 | $2.25 | 02/28/2017 | J(6) | $21,480 | 11/23/2016 | 11/30/2018 | Common Stock | 9,547 | $21,480 | $1,021,480 | D | ||||
Convertible Notes | $2.63 | 02/28/2017 | J(6) | $6,805 | 12/22/2016 | 11/30/2018 | Common Stock | 2,587 | $6,805 | $306,805 | D | ||||
Convertible Notes | $2.25 | 11/23/2016 | J(7) | $112,000 | 11/23/2016 | 11/30/2018 | Common Stock | 49,778 | $112,000 | $112,000 | I | See Note(7) | |||
Convertible Notes | $2.63 | 12/22/2016 | J(8) | $94,000 | 12/22/2016 | 11/30/2018 | Common Stock | 35,742 | $94,000 | $94,000 | I | See Note(8) | |||
Convertible Notes | (9) | 02/28/2017 | J(10) | $4,538 | 11/23/2016 | 11/30/2018 | Common Stock | 1,880 | $4,538 | $4,538 | I | See Note(10) | |||
Convertible Notes | $3.71 | 02/07/2017 | J(11) | $20,000 | 02/07/2017 | 01/31/2019 | Common Stock | 5,391 | $20,000 | $20,000 | I | See Note(11) | |||
Convertible Notes | $3.25 | 02/17/2017 | J(12) | $60,000 | 02/17/2017 | 01/31/2019 | Common Stock | 18,462 | $60,000 | $80,000 | I | See Note(12) | |||
Convertible Notes | $3.3 | 03/08/2017 | J(13) | $44,400 | 03/08/2017 | 01/31/2019 | Common Stock | 13,455 | $44,400 | $124,400 | I | See Note(13) | |||
Convertible Notes | $3.78 | 03/15/2017 | J(14) | $43,600 | 03/15/2017 | 01/31/2019 | Common Stock | 11,535 | $43,600 | $168,000 | I | See Note(14) | |||
Convertible Notes | $4 | 03/22/2017 | J(15) | $8,000 | 03/22/2017 | 01/31/2019 | Common Stock | 2,000 | $8,000 | $176,000 | I | See Note(15) | |||
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(16) | |||
Warrants | $5 | 08/19/2016 | P | 61,817 | 08/19/2016 | 07/31/2021 | Common Stock | 61,817 | $0 | 61,817 | I | See Note(15) | |||
Warrants | $6.15 | 10/13/2016 | J(17) | 16,500 | 11/27/2016 | 05/26/2021 | Common Stock | 16,500 | $0 | 16,500 | I | See Note(16) | |||
Warrants | $6.15 | 10/13/2016 | J(17) | 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(17) | 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 |
Explanation of Responses: |
1. Includes 1,993,119 shares acquired upon conversion of Series A Preferred Stock, 516,144 shares acquired upon conversion of notes issued in May 2017 and 115,644 shares acquired upon conversion of notes issued in March 2017. |
2. Owned by Tag/Kent Partners, of which Reporting Person is a General Partner, and includes 137,186 shares acquired upon conversion of notes issued in May 2017. |
3. Represents shares owned by Taglich Brothers, Inc., of which the Reporting Person is Chairman and President. |
4. Fully vested as of 11/01/2016. |
5. Fully vested as of 01/01/2017. |
6. Represents convertible notes received in lieu of cash payment of accrued interest on February 28, 2017. |
7. Represents Issuer's 8% Subordinated Convertible Notes due November 20, 2018 ("2018 Notes") issued to Taglich Brothers, Inc., of which the Reporting Person is Chairman and President, in lieu of cash payment of commissions earned for acting as placement agent for the sale of Issuer's 2018 Notes in November 2016. |
8. Represents 2018 Notes issued to Taglich Brothers, Inc., of which the Reporting Person is Chairman and President, in lieu of cash payment of commissions earned for acting as placement agent for the sale of Issuer's 2018 Notes in December 2016. |
9. Conversion price is $2.25 per share as to $2,430 principal amount of 2018 Notes and $2.63 per share as $2,132 principal amount of 2018 Notes issued in lieu of cash payment of accrued interest on the 2018 Notes issued in November and December 2016, respectively. |
10. Represents 2018 Notes issued to Taglich Brothers, Inc., of which the Reporting Person is Chairman and President, in lieu of cash payment of accrued interest on the 2018 Notes. |
11. Represents Issuer's 8% Subordinated Convertible Notes due January 31, 2019 (the "2019 Notes") issued to Taglich Brothers, Inc., of which the Reporting Person is Chairman and President, in lieu of cash payment of commissions earned for acting as placement agent for the sale of Issuer's 2019 Notes on February 7, 2017. |
12. Represents Issuer's 2019 Notes issued to Taglich Brothers, Inc., of which the Reporting Person is Chairman and President, in lieu of cash payment of commissions earned for acting as placement agent for the sale of Issuer's 2019 Notes on February 17, 2017. |
13. Represents Issuer's 2019 Notes issued to Taglich Brothers, Inc., of which the Reporting Person is Chairman and President, in lieu of cash payment of commissions earned for acting as placement agent for the sale of Issuer's 2019 Notes on March 8, 2017. |
14. Represents Issuer's 2019 Notes issued to Taglich Brothers, Inc., of which the Reporting Person is Chairman and President, in lieu of cash payment of commissions earned for acting as placement agent for the sale of Issuer's 2019 Notes on March 15, 2017. |
15. Represents Issuer's 2019 Notes issued to Taglich Brothers, Inc., of which the Reporting Person is Chairman and President, in lieu of cash payment of commissions earned for acting as placement agent for the sale of Issuer's 2019 Notes on March 21, 2017. |
16. Represents warrants received by Taglich Brothers, Inc., of which the Reporting Person is Chairman and President, pursuant to Capital Markets Advisory Agreement. |
17. Assignment of a portion of Placement Agent Warrants. originally issued to Taglich Brothers, Inc., of which the Reporting Person is Chairman and President. |
/s/ Michael N. Taglich | 01/02/2018 | |
** 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. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |