Amended Statement of Beneficial Ownership (sc 13d/a)
March 31 2020 - 4:32PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 2)1
Air Industries Group
(Name
of Issuer)
Common Stock, par value $0.001
(Title of Class of Securities)
00912N205
(CUSIP Number)
DAVID
S. RICHMONd
richmond
brothers, Inc.
3568 Wildwood Avenue
Jackson, Michigan 49202
(517)
435-4040
STEVE
WOLOSKY
RYAN
NEBEL
OLSHAN
FROME WOLOSKY LLP
1325
Avenue of the Americas
New
York, New York 10019
(212)
451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices
and Communications)
March 27, 2020
(Date of Event Which Requires
Filing of This Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box ¨.
Note: Schedules
filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See
§ 240.13d-7 for other parties to whom copies are to be sent.
1
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided
in a prior cover page.
The information required
on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).
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1
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NAME OF REPORTING PERSON
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Richmond Brothers, Inc.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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MICHIGAN
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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- 0 -
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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- 0 -
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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4,321,837*
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10
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SHARED DISPOSITIVE POWER
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- 0 -
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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4,321,837*
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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14.0%*
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14
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TYPE OF REPORTING PERSON
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IA, CO
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* Includes 312,000 Shares issuable upon the exercise of warrants.
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1
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NAME OF REPORTING PERSON
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RBI Private Investment II, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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DELAWARE
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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15,333
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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- 0 -
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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15,333
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10
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SHARED DISPOSITIVE POWER
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- 0 -
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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15,333
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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Less than 1%
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14
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TYPE OF REPORTING PERSON
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OO
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1
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NAME OF REPORTING PERSON
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RBI Private Investment III, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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DELAWARE
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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1,080,000*
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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- 0 -
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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1,080,000*
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10
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SHARED DISPOSITIVE POWER
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- 0 -
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,080,000*
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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3.5%*
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14
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TYPE OF REPORTING PERSON
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OO
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* Includes 280,000 Shares issuable upon the exercise of warrants.
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1
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NAME OF REPORTING PERSON
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RBI PI Manager, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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DELAWARE
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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1,095,333*
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OWNED BY
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8
|
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SHARED VOTING POWER
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EACH
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REPORTING
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- 0 -
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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1,095,333*
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10
|
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SHARED DISPOSITIVE POWER
|
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|
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- 0 -
|
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11
|
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
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1,095,333*
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12
|
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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3.6%*
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14
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TYPE OF REPORTING PERSON
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OO
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* Includes 280,000 Shares issuable upon the exercise of warrants.
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1
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NAME OF REPORTING PERSON
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Richmond Brothers 401(k) Profit Sharing Plan
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
|
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SEC USE ONLY
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4
|
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SOURCE OF FUNDS
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|
WC
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5
|
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
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|
|
|
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6
|
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CITIZENSHIP OR PLACE OF ORGANIZATION
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MICHIGAN
|
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NUMBER OF
|
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7
|
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
|
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|
83,235
|
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OWNED BY
|
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8
|
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SHARED VOTING POWER
|
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EACH
|
|
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|
|
|
REPORTING
|
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|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
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|
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83,235
|
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|
|
10
|
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SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
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|
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- 0 -
|
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|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
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|
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83,235
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
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|
13
|
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
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|
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Less than 1%
|
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|
14
|
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TYPE OF REPORTING PERSON
|
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|
EP
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1
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NAME OF REPORTING PERSON
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David S. Richmond
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2
|
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
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(b) ☐
|
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3
|
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SEC USE ONLY
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4
|
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SOURCE OF FUNDS
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OO
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5
|
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
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6
|
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
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|
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USA
|
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NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
1,095,333!
|
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OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
83,235
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
1,095,333!
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
4,405,072*
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
5,500,405!*
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
17.7%!*
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
IN
|
|
! Includes 280,000 Shares issuable upon the exercise
of warrants.
* Includes 312,000 Shares issuable upon the exercise of warrants.
|
|
|
|
|
|
|
|
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|
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1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
Matthew J. Curfman
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|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
USA
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
9,155
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
83,235
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
9,155
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
4,405,072*
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
4,414,227*
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
14.3%*
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
IN
|
|
* Includes 312,000 Shares issuable upon the exercise of warrants.
The following constitutes
Amendment No. 2 to the Schedule 13D filed by the undersigned (“Amendment No. 2”). This Amendment No. 2 amends the Schedule
13D as specifically set forth herein.
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 3 is hereby amended
and restated to read as follows:
The securities of
the Issuer held in the Separately Managed Accounts and purchased by each of RBI PII, RBI PIII and the RBI Plan were purchased with
working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business).
The aggregate purchase price of the 4,009,837 Shares (together with the warrants referenced in the first sentence of the following
paragraph) held by the Separately Managed Accounts is approximately $5,712,426, excluding brokerage commissions. The aggregate
purchase price of the 15,333 Shares owned directly by RBI PII is approximately $22,766, excluding brokerage commissions. The aggregate
purchase price of the 800,000 Shares (together with the warrants referenced in the third sentence of the following paragraph) owned
directly by RBI PIII is $1,000,000, excluding brokerage commissions. The aggregate purchase price of the 83,235 Shares owned directly
by the RBI Plan is approximately $121,393, excluding brokerage commissions.
On December 5, 2017,
the Separately Managed Accounts received warrants exercisable into 312,000 Shares from the Issuer in connection with a private
placement offering to accredited investors. Such warrants have an exercise price of $1.50 per Share and will expire on November
30, 2022. On October 1, 2018, RBI PIII received warrants exercisable into 280,000 Shares from the Issuer in connection with a private
placement offering to accredited investors. Such warrants have an exercise price of $1.40 per Share and will expire on September
30, 2023.
The Shares purchased
by Mr. Curfman were purchased with personal funds (which may, at any given time, include margin loans made by brokerage firms in
the ordinary course of business). The aggregate purchase price of the 9,155 Shares beneficially owned by Mr. Curfman is approximately
$6,883, excluding brokerage commissions.
|
Item 5.
|
Interest in Securities of the Issuer.
|
Items 5(a)-(c) are
hereby amended and restated to read as follows:
The aggregate percentage
of Shares reported owned by each person named herein is based upon 30,531,949 Shares outstanding as of March 20, 2020, which is
the total number of Shares outstanding as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and
Exchange Commission on March 27, 2020.
|
(a)
|
As of the date hereof, 4,321,837 Shares were beneficially owned by the Separately Managed Accounts,
including 312,000 Shares issuable upon the exercise of warrants. As the investment advisor to the Separately Managed Accounts,
Richmond Brothers may be deemed the beneficial owner of the 4,321,837 Shares beneficially owned by the Separately Managed Accounts.
|
Percentage: Approximately
14.0%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 4,321,837
4. Shared power to dispose or direct the disposition: 0
|
|
(a)
|
As of the date hereof, RBI PII beneficially owned 15,333 Shares.
|
Percentage: Less than
1%
|
(b)
|
1. Sole power to vote or direct vote: 15,333
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 15,333
4. Shared power to dispose or direct the disposition: 0
|
|
(a)
|
As of the date hereof, RBI PIII beneficially owned 1,080,000 Shares, including 280,000 Shares issuable
upon the exercise of warrants.
|
Percentage: Approximately
3.5%
|
(b)
|
1. Sole power to vote or direct vote: 1,080,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,080,000
4. Shared power to dispose or direct the disposition: 0
|
|
(a)
|
As the manager of RBI PII and RBI PIII, RBI Manager may be deemed the beneficial owner of the 15,333
Shares owned by RBI PII and the 1,080,000 Shares beneficially owned by RBI PIII.
|
Percentage: Approximately
3.6%
|
(b)
|
1. Sole power to vote or direct vote: 1,095,333
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,095,333
4. Shared power to dispose or direct the disposition: 0
|
|
(a)
|
As of the date hereof, the RBI Plan beneficially owned 83,235 Shares.
|
Percentage: Less than
1%
|
(b)
|
1. Sole power to vote or direct vote: 83,235
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 83,235
4. Shared power to dispose or direct the disposition: 0
|
|
(a)
|
As the Chairman of Richmond Brothers, manager of RBI Manager and a trustee of the RBI Plan, Mr.
Richmond may be deemed the beneficial owner of the (i) 4,321,837 Shares beneficially owned by the Separately Managed Accounts,
(ii) 15,333 Shares owned by RBI PII, (iii) 1,080,000 Shares beneficially owned by RBI PIII, and (iv) 83,235 Shares owned by the
RBI Plan.
|
Percentage: Approximately
17.7%
|
(b)
|
1. Sole power to vote or direct vote: 1,095,333
2. Shared power to vote or direct vote: 83,235
3. Sole power to dispose or direct the disposition: 1,095,333
4. Shared power to dispose or direct the disposition: 4,405,072
|
|
(a)
|
As of the date hereof, Mr. Curfman directly beneficially owned 9,155 Shares. As the President of
Richmond Brothers and a trustee of the RBI Plan, Mr. Curfman may be deemed the beneficial owner of the (i) 4,321,837 Shares beneficially
owned by the Separately Managed Accounts and (ii) 83,235 Shares owned by the RBI Plan.
|
Percentage: Approximately
14.3%
|
(b)
|
1. Sole power to vote or direct vote: 9,155
2. Shared power to vote or direct vote: 83,235
3. Sole power to dispose or direct the disposition: 9,155
4. Shared power to dispose or direct the disposition: 4,405,072
|
The filing of this
Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange
Act of 1934, as amended, the beneficial owners of any securities of the Issuer he or it does not directly own. Each of the Reporting
Persons specifically disclaims beneficial ownership of the securities of the Issuer reported herein that he or it does not directly
own.
(c) The
transactions in the securities of the Issuer by the Reporting Persons during the past sixty days are set forth in Schedule A and
are incorporated herein by reference. Such transactions were effected in the open market.
SIGNATURES
After reasonable inquiry
and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: March 31, 2020
|
Richmond Brothers, Inc.
|
|
|
|
|
By:
|
/s/ David S. Richmond
|
|
|
Name:
|
David S. Richmond
|
|
|
Title:
|
Chairman
|
|
RBI Private Investment II, LLC
|
|
|
|
By:
|
RBI PI Manager, LLC
|
|
|
Manager
|
|
|
|
|
By:
|
/s/ David S. Richmond
|
|
|
Name:
|
David S. Richmond
|
|
|
Title:
|
Manager
|
|
RBI Private Investment III, LLC
|
|
|
|
By:
|
RBI PI Manager, LLC
|
|
|
Manager
|
|
|
|
|
By:
|
/s/ David S. Richmond
|
|
|
Name:
|
David S. Richmond
|
|
|
Title:
|
Manager
|
|
By:
|
RBI PI Manager, LLC
|
|
|
|
|
By:
|
/s/ David S. Richmond
|
|
|
Name:
|
David S. Richmond
|
|
|
Title:
|
Manager
|
|
By:
|
Richmond Brothers 401(k) Profit Sharing Plan
|
|
|
|
|
By:
|
/s/ David S. Richmond
|
|
|
Name:
|
David S. Richmond
|
|
|
Title:
|
Trustee
|
|
/s/ David S. Richmond
|
|
David S. Richmond
|
|
/s/ Matthew J. Curfman
|
|
Matthew J. Curfman
|
SCHEDULE A
Transactions in the Securities of the Issuer
During the Past Sixty Days
Nature of Transaction
|
Securities
Purchased/(Sold)
|
Price per Security ($)
|
Date of Purchase/Sale
|
Richmond
Brothers, Inc.
(Through the Separately Managed Accounts)
Purchase of Common Stock
|
15,828
|
1.5834
|
02/06/2020
|
Purchase of Common Stock
|
30,672
|
1.5892
|
02/07/2020
|
Purchase of Common Stock
|
32,468
|
1.5400
|
02/10/2020
|
Purchase of Common Stock
|
34,000
|
1.4899
|
02/20/2020
|
Purchase of Common Stock
|
9,091
|
1.3874
|
02/26/2020
|
Purchase of Common Stock
|
275
|
1.3874
|
02/26/2020
|
Purchase of Common Stock
|
3,650
|
1.3275
|
03/02/2020
|
Purchase of Common Stock
|
112
|
1.3201
|
03/02/2020
|
Purchase of Common Stock
|
3,917
|
1.2900
|
03/05/2020
|
Purchase of Common Stock
|
7,770
|
1.2900
|
03/05/2020
|
Purchase of Common Stock
|
1,770
|
1.0900
|
03/09/2020
|
Sale of Common Stock
|
(5,967)
|
0.6300
|
03/23/2020
|
Purchase of Common Stock
|
10,000
|
0.6991
|
03/24/2020
|
Purchase of Common Stock
|
10,000
|
0.6991
|
03/24/2020
|
Purchase of Common Stock
|
10,000
|
0.7467
|
03/24/2020
|
Richmond
Brothers 401(k) Profit Sharing Plan
Purchase of Common Stock
|
1,800
|
0.7499
|
03/24/2020
|
Purchase of Common Stock
|
4,504
|
0.7600
|
03/24/2020
|
Purchase of Common Stock
|
66
|
0.7500
|
03/24/2020
|
Purchase of Common Stock
|
100
|
0.7316
|
03/24/2020
|
Purchase of Common Stock
|
100
|
0.7332
|
03/24/2020
|
Purchase of Common Stock
|
5,680
|
0.7600
|
03/24/2020
|
Matthew
J. Curfman
Purchase of Common Stock
|
8,600
|
0.7300
|
03/24/2020
|
Purchase of Common Stock
|
30
|
0.7301
|
03/24/2020
|
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