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 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 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/12/2017
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 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options $6 09/10/2012 A 3,000 09/10/2012 09/10/2017 Common Stock 3,000 $0 3,000 D
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 (3) 04/05/2020 Common Stock 3,000 $0 3,000 D
Stock Options $4.64 06/02/2016 A 3,000 (4) 06/01/2021 Common Stock 3,000 $0 3,000 D
Convertible Notes $2.25 02/28/2017 J(5) $2,148 11/23/2016 11/30/2018 Common Stock 955 $2,148 $102,148 D
Convertible Notes $2.63 02/28/2017 J(5) $4,537 12/22/2016 11/30/2018 Common Stock 1,725 $4,537 $204,537 D
Series A Preferred Stock $4.92 03/15/2017 J(6) 3,448 05/26/2016 (7) Common Stock 1,696 $34,480 95,405 D
Series A Preferred Stock $4.92 03/15/2017 J(6) 234 05/26/2016 (7) Common Stock 115 $2,340 6,478 I See Note(8)
Convertible Notes $3.71 02/07/2017 P $250,000 02/07/2017 01/31/2019 Common Stock 67,386 $250,000 $250,000 D
Convertible Notes $3.3 03/08/2017 P $100,000 03/08/2017 01/31/2019 Common Stock 30,303 $100,000 $100,000 D
Convertible Notes $2.49 05/12/2017 P $774,217 05/12/2017 05/12/2018 Common Stock 310,930 $751,664 $774,217 D
Convertible Notes $2.25 11/23/2016 J(9) $112,000 11/23/2016 11/30/2018 Common Stock 49,778 $112,000 $112,000 I See Note(9)
Convertible Notes $2.63 12/22/2016 J(10) $94,000 12/22/2016 11/30/2018 Common Stock 35,742 $94,000 $94,000 I See Note(10)
Convertible Notes (11) 02/28/2017 J(12) $4,538 11/23/2016 11/30/2018 Common Stock 1,880 $4,538 $4,538 I See Note(12)
Convertible Notes $3.71 02/07/2017 J(13) $20,000 02/07/2017 01/31/2019 Common Stock 5,391 $20,000 $20,000 I See Note(13)
Convertible Notes $3.25 02/17/2017 J(14) $60,000 02/17/2017 01/31/2019 Common Stock 18,462 $60,000 $60,000 I See Note(14)
Convertible Notes $3.3 03/08/2017 J(15) $44,400 03/08/2017 01/31/2019 Common Stock 13,455 $44,400 $44,400 I See Note(15)
Convertible Notes $3.78 03/15/2017 J(16) $43,600 03/15/2017 01/31/2019 Common Stock 11,535 $43,600 $43,600 I See Note(16)
Convertible Notes $4 03/22/2017 J(17) $8,000 03/22/2017 01/31/2019 Common Stock 2,000 $8,000 $8,000 I See Note(17)
Warrants $6.3 06/22/2012 J(18) 31,190 06/22/2012 06/22/2017 Common Stock 31,190 $0 31,190 D
Warrants $5 08/19/2016 P 8,307 08/19/2016 07/31/2021 Common Stock 8,307 $0 8,307 D
Warrants $6.15 10/13/2016 J(18) 13,500 11/27/2016 05/26/2021 Common Stock 13,500 $0 13,500 D
Warrants $6.15 10/13/2016 J(18) 15,925 09/01/2016 07/31/2021 Common Stock 15,925 $0 15,925 D
Warrants $3 11/23/2016 P 8,889 11/23/2016 11/30/2021 Common Stock 8,889 $0 8,889 D
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. Fully vested as of 11/01/2016.
4. Fully vested as of 01/01/2016.
5. Represents convertible notes received in lieu of cash payment of accrued interest on February 28, 2017.
6. Represents shares received in lieu of cash dividends on March 15, 2017.
7. There is no expiration date.
8. Custodian for children under NY UGMA.
9. Represents Issuer's 8% Subordinated Convertible Notes due November 30, 2018 (the "2018 Notes") issued to Taglich Brothers, Inc., of which the Reporting Person is Managing Director, in lieu of cash payment of commissions earned for acting as placement agent for the sale of Issuer's 2018 Notes in November 2016.
10. Represents 2018 Notes issued to Taglich Brothers, Inc., of which the Reporting Person is Managing Director, in lieu of cash payment of commissions earned for acting as placement agent for the sale of Issuer's 2018 Notes in December 2016.
11. Exercise price is $2.25 per share as to $2,406 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.
12. Represents 2018 Notes issued to Taglich Brothers, Inc., of which the Reporting Person is Managing Director, in lieu of cash payment of accrued interest on the 2018 Notes.
13. 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 Managing Director, 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.
14. Represents Issuer's 2019 Notes issued to Taglich Brothers, Inc., of which the Reporting Person is Managing Director, 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.
15. Represents Issuer's 2019 Notes issued to Taglich Brothers, Inc., of which the Reporting Person is Managing Director, 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.
16. Represents Issuer's 2019 Notes issued to Taglich Brothers, Inc., of which the Reporting Person is Managing Director, 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.
17. Represents Issuer's 2019 Notes issued to Taglich Brothers, Inc., of which the Reporting Person is Managing Director, 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.
18. Assignment of a portion of Placement Agent Warrants originally issued to Taglich Brothers, Inc., of which the Reporting Person is Managing Director.
/s/ Robert F. Taglich 05/16/2017
** 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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