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 ROBERT

(Last)

(First)

(Middle)

790 NEW YORK AVENUE, SUITE 209

(Street)

HUNTINGTON

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	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/22/2016

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)
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	06/29/2016		M		3,000	A	$2.95	377,903	D
Common Stock								17,990	I	See Note⁽¹⁾
Common Stock								12,746	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)
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 (right to purchase)	$4.64	06/02/2016		A		750		02/01/2016	06/01/2021	Common Stock	750	$0	15,250	D
Warrants	$5	08/19/2016		P		2,436		08/19/2016	07/31/2021	Common Stock	2,436	$0	2,436	I	See Note⁽³⁾
Convertible Notes	$2.25	11/23/2016		P		$100,000		11/23/2016	11/30/2018	Common Stock	44,444	$100,000	$304,183	D
Convertible Note	⁽⁴⁾	11/30/2016		C			$204,183	08/19/2016	12/31/2017	Common Stock⁽⁴⁾	⁽⁴⁾	$204,183	$100,000	D
Convertible Note	⁽⁴⁾	11/30/2016		C			$60,000	08/19/2016	12/31/2017	Common Stock⁽⁴⁾	⁽⁴⁾	$60,000	0	I	See Note⁽³⁾
Series A Preferred Stock	$4.92	11/30/2016		C		23,291⁽⁵⁾		11/30/2016	⁽⁶⁾	Common Stock	47,338	$232,910	91,309	D
Series A Preferred Stock	$4.92	11/30/2016		C		6,036⁽⁵⁾		11/30/2016	⁽⁶⁾	Common Stock	12,268	$60,360	6,036	I	See Note⁽³⁾
Convertible Notes	$2.63	12/22/2016		P		$200,000		12/22/2016	11/30/2018	Common Stock	76,045	$200,000	$300,000	D
Warrants	$3	12/22/2016		P		15,210		12/22/2016	11/30/2021	Common Stock	15,210	$0	77,089	D
Warrants	$3	12/22/2016		P		44,677		12/22/2016	11/30/2021	Common Stock	44,677	$50	185,984	I	See Note⁽⁷⁾

Explanation of Responses:

1. Represents shares owned by Taglich Brothers, Inc., of which the Reporting Person is Managing Director.

2. Owned by Tag/Kent Partners, of which Reporting Person is a General Partner.

3. Custodian for children under NY UGMA

4. Converted into shares of Series A Convertible Preferred Stock ("Series A Preferred Stock") at $10 per share upon filing of Certificate of Amendment increasing number of authorized shares of Preferred Stock. Until automatically converted into shares of Series A Preferred Stock, the Note had been convertible into shares of Common Stock at an exercise price of $4.92 per share, the conversion price of the Series A Preferred Stock.

5. Includes shares received in lieu of cash dividends on December 15, 2016.

6. There is no expiration date.

7. Represents Placement Agent Warrants received by Taglich Brothers, Inc., of which the Reporting Person is Managing Director, which acted as placement agent for the sale of Issuer's 8% Subordinated Convertible Notes in December 2016.

	/s/ Robert F. Taglich	12/27/2016
	** 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).
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