Taglich Robert 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)

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
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