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
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(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)
Code V Amount (A) or (D) Price
Common Stock               3,576,090 (1) D  
Common Stock               27,891 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)
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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options $ 1.28 02/13/2019   A   10,000   03/31/2019(3) 12/31/2025 Common Stock 10,000 $ 0 10,000 D  
Stock Options $ 1.59 05/14/2018   A   13,000   05/14/2018(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 04/16/2015   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)   $ 1,300,000   09/30/2018 12/31/2020 Common Stock 866,666 (8) $ 1,300,000 $ 1,300,000 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 $ 8.72 01/01/2014   A   10,000   04/01/2014 12/31/2019 Common Stock 10,000 $ 0 10,000 I See Note (12)
Warrants $ 5 08/19/2016   P   61,817   08/19/2016 07/31/2021 Common Stock 61,817 $ 0 61,817 D  
Warrants $ 6.15 10/13/2016   J(13)   16,500   11/27/2016 05/26/2021 Common Stock 16,500 $ 0 16,500 D  
Warrants $ 6.15 10/13/2016   J   19,300   09/01/2016 07/31/2021 Common Stock 19,300 $ 0 19,300 D  
Warrants $ 3 11/23/2016   P   88,889   11/23/2016 11/30/2021 Common Stock 88,889 $ 0 88,889 D  
Warrants $ 3 12/22/2016   P   22,814   12/22/2016 11/30/2021 Common Stock 22,814 $ 0 111,703 D  
Warrants $ 3 03/15/2017   J   19,000   11/22/2016 11/30/2021 Common Stock 19,000 $ 0 130,703 D  
Warrants $ 1.5 11/29/2017   P   48,000   01/29/2017 11/30/2022 Common Stock 48,000 $ 0 48,000 D  
Warrants $ 3 03/15/2017   J(13)   13,000   12/22/2016 11/30/2021 Common Stock 13,000 $ 0 143,703 D  
Warrants $ 4.45 03/15/2017   J(13)   7,880   02/17/2017 01/31/2022 Common Stock 7,880 $ 0 7,880 D  
Warrants $ 3.3 03/15/2017   J(13)   4,850   03/08/2017 01/31/2022 Common Stock 4,850 $ 0 4,850 D  
Warrants $ 3.78 03/15/2017   J(13)   4,775   03/15/2017 01/31/2022 Common Stock 4,775 $ 0 4,775 D  
Warrants $ 4 03/21/2017   J(13)   964   03/21/2017 01/31/2022 Common Stock 964 $ 0 964 D  
Warrants $ 1.5 (14) 05/12/2017   P   98,591 (15)   05/12/2017 05/12/2022 Common Stock 98,591 (15) $ 0 98,591 (15) D  
Warrants $ 3.78 03/15/2017   J(16)   3,354   03/15/2017 01/31/2022 Common Stock 3,354 $ 0 3,354 I See Note (16)
Warrants $ 4 03/21/2017   J(16)   615   03/21/2017 01/31/2022 Common Stock 615 $ 0 615 I See Note (16)

Reporting Owners

Reporting Owner Name / Address Relationships
 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   02/19/2019
**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) Assignment of a portion of Placement Agent Warrants originally issued to Taglich Brothers, Inc., of which the Reporting Person is Chairman and President.
(14) 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.
(15) Includes warrants previously owned by a partnership of which Reporting Person was a General Partner, received upon liquidation at the end of 2018
(16) 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.

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