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 MICHAEL N

(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)
10/05/2020
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 10/05/2020 J(1) 13,872 A $1.14 3,903,714 D
Common Stock 239,946 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 (right to purchase) $2.38 03/31/2020(3) 12/31/2026 Common Stock 10,000 10,000 D
Stock Options $1.28 (4) 12/31/2025 Common Stock 10,000 10,000 D
Stock Options $1.59 05/14/2018(5) 05/31/2023 Common Stock 13,000 13,000 D
Stock Options $4.64 (6) 06/01/2021 Common Stock 3,000 3,000 D
Stock Options (right to purchase) $1.69 01/02/2018 12/31/2022 Common Stock 3,000 3,000 D
Convertible Notes(7) $1.5 09/30/2018 12/31/2020 Common Stock 866,666(8) $1,300,000 D
Convertible Notes $0.93 01/15/2019 12/31/2020 Common Stock 1,075,268(8) $1,000,000 D
Convertible Notes $1.5 09/30/2018 12/31/2020 Common Stock 254,666(8) $382,000 I See Note(9)
Convertible Notes $0.93 01/15/2019 12/31/2020 Common Stock 86,021(8) $80,000 I See Note(10)
Warrants $1.4 10/01/2018 09/30/2023 Common Stock 17,500 17,500 I See Note(11)
Warrants $5 08/19/2016 07/31/2021 Common Stock 61,817 61,817 D
Warrants(12) $6.15 11/27/2016 05/26/2021 Common Stock 16,500 16,500 D
Warrants $6.15 09/01/2016 07/31/2021 Common Stock 19,300 19,300 D
Warrants $3 11/23/2016 11/30/2021 Common Stock 88,889 88,889 D
Warrants $3 12/22/2016 11/30/2021 Common Stock 22,814 111,703 D
Warrants $3 11/22/2016 11/30/2021 Common Stock 19,000 130,703 D
Warrants $1.5 01/29/2017 11/30/2022 Common Stock 48,000 48,000 D
Warrants(12) $3 12/22/2016 11/30/2021 Common Stock 13,000 143,703 D
Warrants(12) $4.45 02/17/2017 01/31/2022 Common Stock 7,880 7,880 D
Warrants(12) $3.3 03/08/2017 01/31/2022 Common Stock 4,850 4,850 D
Warrants(12) $3.78 03/15/2017 01/31/2022 Common Stock 4,775 4,775 D
Warrants(12) $4 03/21/2017 01/31/2022 Common Stock 964 964 D
Warrants(14) $1.5(13) 05/12/2017 05/12/2022 Common Stock 98,591(14) 98,591(14) D
Warrants $3.78 03/15/2017 01/31/2022 Common Stock 3,354 3,354 I See Note(15)
Warrants $4 03/21/2017 01/31/2022 Common Stock 615 615 I See Note(15)
Explanation of Responses:
1. Shares received in lieu of cash payment of director's fees.
2. Represents shares owned by Taglich Brothers, Inc., of which the Reporting Person is Chairman and President.
3. Vests as to 2,500 shares on March 31, 2020, and an additional 2,500 shares on each of June 30, 2020, September 30, 2020 and December 31, 2020.
4. Fully vested as of 12/31/2019.
5. Fully vested as of 12/31/2018.
6. Fully vested as of 01/01/2017.
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 Chairman and President, 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 Chairman and President, 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 Chairman and President, 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 Chairman and President.
13. Exercise price was reduced from $2.49 to $1.50 per share, the public offering price of the Issuer's common stock in the Issuer's public offering which closed on July 12, 2017, pursuant to the terms of the warrant.
14. Includes warrants previously owned by a partnership of which Reporting Person was a General Partner, received upon liquidation at the end of 2018.
15. Represents warrants received by Taglich Brothers, Inc., of which the Reporting Person is Chairman and President, which acted as placement agent for the sale of Issuer's 8% convertible notes, in lieu of cash payment of commissions.
/s/ Michael N. Taglich 10/06/2020
** 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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