Air Industries (AIRI) Form 4 AIR INDUSTRIES / ROBERT TAGLICH ownership change

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)

C/O TAGLICH BROTHERS, INC.

37 MAIN STREET

(Street)

COLD SPRING HARBOR NY 11724

(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)
04/25/2024

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	04/25/2024		A(1)		2,619	A	$4.81	262,560	D
Common Stock								23,995	I	See Note(2)
Common Stock								4,476	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	$3.5							(4)	05/31/2028	Common Stock	1,000		1,000	D
Stock Options	$3.43							(4)	06/30/2028	Common Stock	2,120		2,120	D
Stock Option	$8.4							(4)	04/30/2027	Common Stock	1,000		1,000	D
Stock Option	$13.2							(4)	12/31/2027	Common Stock	1,000		1,000	D
Stock Option	$23.8							(4)	12/31/2026	Common Stock	1,000		1,000	D
Stock Option	$12.8							(4)	12/31/2025	Common Stock	1,000		1,000	D
Convertible Notes(5)	$15							09/30/2018	07/01/2026	Common Stock	50,772(6)		$761,579(6)	D
Convertible Notes	$9.3							01/15/2019	07/01/2026	Common Stock	110,323(6)		$1,026,000(6)	D
Convertible Notes	$15							09/30/2018	07/01/2026	Common Stock	14,217(6)		$213,242(6)	I	See Note(7)
Convertible Notes	$15							09/30/2018	07/01/2026	Common Stock	7,812(6)		$117,166(6)	D
Convertible Notes	$9.3							01/15/2019	07/01/2026	Common Stock	3,011(6)		$28,000(6)	I	See Note(8)

Explanation of Responses:

1. Grant pursuant to equity plan.

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

3. Represents shares acquired for which Mr. Taglich is the custodian for his children under NY UGMA.

4. Exercisable in full.

5. Represents Issuer's 6% convertible notes received pursuant to amendment to Issuer's 8% convertible notes and includes accrued interest through December 31, 2020.

6. Includes accrued interest on the Notes through December 31, 2020 and the shares that would be issued upon conversion for the interest accrued through December 31, 2020. Does not include shares to be issued upon conversion for interest accrued after December 31, 2020.

7. 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.

8. 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.

	/s/ Robert F. Taglich	04/25/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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