| 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). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
AIR INDUSTRIES GROUP [ AIRI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/13/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 266,343 | D | ||||||||
| Common Stock | 23,995 | I | See Note(1) | |||||||
| Common Stock | 4,476 | I | See Note(2) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | $3.75 | 08/13/2024 | A | 10,000 | (3) | 08/31/2029 | Common Stock | 10,000 | $0 | 10,000 | D | ||||
| 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. Represents shares owned by Taglich Brothers, Inc., of which the Reporting Person is Managing Director. |
| 2. Represents shares acquired for which Mr. Taglich is the custodian for his children under NY UGMA. |
| 3. Vests as to 2,500 shares on each of August 31, 2024, September 30, 2024, December 31, 2024 and March 31, 2025. |
| 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 | 08/14/2024 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||