Edgar Filing: TAGLICH MICHAEL N

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:

3235-0287

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

TAGLICH MICHAEL N

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)

(Last)

(First)

(Middle)

C/O TAGLICH BROTHERS, INC., 790 NEW YORK AVENUE, SUITE 209

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2019

(Street)

HUNTINGTON, NY 11743

4. If Amendment, Date Original Filed(Month/Day/Year)
02/14/2019

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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								3,576,090 ⁽¹⁾	D
Common Stock								27,891	I	See Note ⁽²⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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 control number.		SEC 1474 (9-02)

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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Options

$ 1.28

02/13/2019

10,000

03/31/2019⁽³⁾

12/31/2025

Common Stock

10,000

$ 0

10,000

Stock Options

$ 1.59

05/14/2018

13,000

05/14/2018⁽⁴⁾

05/31/2023

Common Stock

13,000

$ 0

13,000

Stock Options

$ 9.38

03/31/2014

750

03/31/2014

03/31/2019

Common Stock

750

$ 0

750

Stock Options

$ 11.73

05/16/2014

750

05/16/2014

05/15/2019

Common Stock

750

$ 0

750

Stock Options

$ 9.24

08/21/2014

750

08/21/2014

08/20/2019

Common Stock

750

$ 0

750

Stock Options

$ 10.26

11/24/2014

1,750

11/24/2014

11/23/2019

Common Stock

1,750

$ 0

1,750

Stock Options

$ 10.05

04/16/2015

3,000

⁽⁵⁾

04/05/2020

Common Stock

3,000

$ 0

3,000

Stock Options

$ 4.64

06/02/2016

3,000

⁽⁶⁾

06/01/2021

Common Stock

3,000

$ 0

3,000

Stock Options (right to purchase)

$ 1.69

01/02/2018

3,000

01/02/2018

12/31/2022

Common Stock

3,000

$ 0

3,000

Convertible Notes

$ 1.5

09/30/2018

J⁽⁷⁾

$ 1,300,000

09/30/2018

12/31/2020

Common Stock

866,666 ⁽⁸⁾

$ 1,300,000

Convertible Notes

$ 0.93

01/15/2019

$ 1,000,000

01/15/2019

12/31/2020

Common Stock

107,526 ⁽⁸⁾

$ 1,000,000

Convertible Notes

$ 1.5

09/30/2018

J⁽⁹⁾

$ 382,000

09/30/2018

12/31/2020

Common Stock

254,666 ⁽⁸⁾

$ 382,000

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

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

See Note ⁽¹¹⁾

Warrants

$ 8.72

01/01/2014

10,000

04/01/2014

12/31/2019

Common Stock

10,000

$ 0

10,000

See Note ⁽¹²⁾

Warrants

$ 5

08/19/2016

61,817

08/19/2016

07/31/2021

Common Stock

61,817

$ 0

61,817

Warrants

$ 6.15

10/13/2016

J⁽¹³⁾

16,500

11/27/2016

05/26/2021

Common Stock

16,500

$ 0

16,500

See Note ⁽¹³⁾

Warrants

$ 6.15

10/13/2016

19,300

09/01/2016

07/31/2021

Common Stock

19,300

$ 0

19,300

Warrants

$ 3

11/23/2016

88,889

11/23/2016

11/30/2021

Common Stock

88,889

$ 0

88,889

Warrants

$ 3

12/22/2016

22,814

12/22/2016

11/30/2021

Common Stock

22,814

$ 0

111,703

Warrants

$ 3

03/15/2017

19,000

11/22/2016

11/30/2021

Common Stock

19,000

$ 0

130,703

Warrants

$ 1.5

11/29/2017

48,000

01/29/2017

11/30/2022

Common Stock

48,000

$ 0

48,000

Warrants

$ 3

03/15/2017

J⁽¹⁴⁾

13,000

12/22/2016

11/30/2021

Common Stock

13,000

$ 0

143,703

Warrants

$ 4.45

03/15/2017

J⁽¹⁴⁾

7,880

02/17/2017

01/31/2022

Common Stock

7,880

$ 0

7,880

Warrants

$ 3.3

03/15/2017

J⁽¹⁴⁾

4,850

03/08/2017

01/31/2022

Common Stock

4,850

$ 0

4,850

Warrants

$ 3.78

03/15/2017

J⁽¹⁴⁾

4,775

03/15/2017

01/31/2022

Common Stock

4,775

$ 0

4,775

Warrants

$ 4

03/21/2017

J⁽¹⁴⁾

964

03/21/2017

01/31/2022

Common Stock

964

$ 0

964

Warrants

$ 1.5 ⁽¹⁵⁾

05/12/2017

98,591 ⁽¹⁶⁾

05/12/2017

05/12/2022

Common Stock

98,591 ⁽¹⁶⁾

$ 0

98,591 ⁽¹⁶⁾

Warrants

$ 3.78

03/15/2017

J⁽¹⁷⁾

3,354

03/15/2017

01/31/2022

Common Stock

3,354

$ 0

3,354

See Note ⁽¹⁷⁾

Warrants

$ 3.78

03/15/2017

J⁽¹⁷⁾

3,354

03/15/2017

01/31/2022

Common Stock

3,354

$ 0

3,354

See Note ⁽¹⁷⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
TAGLICH MICHAEL N C/O TAGLICH BROTHERS, INC. 790 NEW YORK AVENUE, SUITE 209 HUNTINGTON, NY 11743	X	X

Signatures

/s/ Michael N. Taglich		02/15/2019
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Includes shares previously owned by a partnership of which Reporting Person was a General Partner, received upon liquidation at the end of 2018.
(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, 2019, and an additional 2,500 shares on each of June 30, 2019, September 31, 2019 and December 31, 2019.
(4)	Fully vested as of 12/31/2018.
(5)	Fully vested as of 11/01/2016.
(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)	Represents warrants received by Taglich Brothers, Inc., of which the Reporting Person is Chairman and President, pursuant to Capital Markets Advisory Agreement.
(13)	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 8% convertible notes.
(14)	Assignment of a portion of Placement Agent Warrants originally issued to Taglich Brothers, Inc., of which the Reporting Person is Chairman and President.
(15)	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.
(16)	Includes warrants previously owned by a partnership of which Reporting Person was a General Partner, received upon liquidation at the end of 2018
(17)	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.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.