Form 4 - Statement of changes in beneficial ownership of securities

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).

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^*

TAGLICH ROBERT

(Last)

(First)

(Middle)

C/O TAGLICH BROTHERS, INC.

37 MAIN STREET

(Street)

COLD SPRING HARBOR

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)
09/13/2024

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/13/2024		S		7,015	D	$7	16,980	I	See Note⁽¹⁾
Common Stock								266,343	D
Common Stock								4,476	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options	$3.75							⁽³⁾	08/31/2029	Common Stock	10,000		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	09/17/2024
	** 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.
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