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 X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
01/04/2019
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 01/04/2019 P 17,310 A $0.83 2,050,558 D
Common Stock 44,760 I See Note(1)
Common Stock 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)
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 $1.59 05/14/2018 A 13,000 (4) 05/31/2023 Common Stock 13,000 $0 13,000 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 (5) 04/05/2020 Common Stock 3,000 $0 3,000 D
Stock Options $4.64 06/02/2016 A 3,000 (6) 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 $1.5 09/30/2018 J(7) $650,000 09/30/2018 12/31/2020 Common Stock 433,333(8) $650,000 $650,000 D
Convertible Notes $0.93 01/15/2019 P $1,000,000 01/15/2019 12/31/2020 Common Stock 1,075,268(8) $1,000,000 $1,000,000 D
Convertible Notes $1.5 09/30/2018 J(9) $382,000 09/30/2018 12/31/2020 Common Stock 254,666(8) $382,000 $382,000 I See Note(9)
Convertible Notes $0.93 01/15/2019 J(10) $80,000 01/15/2019 12/31/2020 Common Stock 86,021(8) $80,000 $80,000 I See Note(10)
Warrants $1.4 10/01/2018 J(11) 17,500 10/01/2018 09/30/2023 Common Stock 17,500 $0 17,500 I See Note(11)
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(12) 13,500 11/27/2016 05/26/2021 Common Stock 13,500 $0 13,500 D
Warrants $6.15 10/13/2016 J(12) 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. Represent shares acquired for which Mr. Taglich is the custodian for his children under NY UGMA.
2. Owned by Tag/Kent Partners, of which Reporting Person is a General Partner.
3. Represents shares owned by Taglich Brothers, Inc., of which the Reporting Person is Managing Director.
4. Fully vested as of 12/31/2018.
5. Fully vested as of 11/01/2016.
6. Fully vested as of 01/01/2016.
7. Represents Issuer's 6% convertible notes received pursuant to amendment to Issuer's 8% convertible notes.
8. Does not include shares issued upon conversion for accrued interest on the Notes.
9. Represents 6% convertible notes issued to Taglich Brothers, Inc., of which the Reporting Person is Managing Director, pursuant to amendment to Issuer's 8% convertible notes originally issued in lieu of cash payment of commissions earned for acting as placement agent for the sale of Issuer's 8% convertible notes.
10. Represents 7% convertible notes issued to Taglich Brothers, Inc., of which the Reporting Person is Managing Director, issued in lieu of cash payment of commissions earned for acting as placement agent for the sale of Issuer's 7% convertible notes in January 2019.
11. Represents warrants issued to Taglich Brothers, Inc., of which the Reporting Person is Managing Director, for acting as placement agent for the sale of Issuer's shares of common stock in October 2018.
12. 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 01/17/2019
** 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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