Statement of Changes in Beneficial Ownership (4)
January 10 2023 - 4:13PM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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0.5
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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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1. Name and Address of Reporting Person
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TAGLICH MICHAEL N |
2. Issuer Name and Ticker or Trading Symbol
AIR INDUSTRIES GROUP
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AIRI
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O TAGLICH BROTHERS, INC., 37 MAIN STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
1/9/2023 |
(Street)
COLD SPRING HARBOR, NY 11724
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 1/9/2023 | | J(1) | | 3160 | A | $4.38 | 410690 | D | |
Common Stock | | | | | | | | 23995 | I | See Note (2) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 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 | $8.40 | | | | | | | 12/31/2022 | 4/30/2027 | Common Stock | 1000 | | 1000 | D | |
Stock Options | $13.20 | | | | | | | 12/31/2021 | 12/31/2027 | Common Stock | 1000 | | 1000 | D | |
Stock Options | $23.80 | | | | | | | 12/31/2020 | 12/31/2026 | Common Stock | 1000 | | 1000 | D | |
Stock Options | $12.80 | | | | | | | 12/31/2019 | 12/31/2025 | Common Stock | 1000 | | 1000 | D | |
Stock Options | $15.90 | | | | | | | 5/14/2018 | 5/31/2023 | Common Stock | 1300 | | 1300 | D | |
Convertible Notes (3) | $15.00 | | | | | | | 9/30/2018 | 7/1/2023 | Common Stock | 101544 (4) | | $1523157 (4) | D | |
Convertible Notes | $9.30 | | | | | | | 1/15/2019 | 7/1/2023 | Common Stock | 110323 (4) | | $1026000 (4) | D | |
Convertible Notes | $15.00 | | | | | | | 9/30/2018 | 7/1/2023 | Common Stock | 14217 (4) | | $213242 (4) | I | See Note (5) |
Convertible Notes | $15.00 | | | | | | | 9/30/2018 | 7/1/2023 | Common Stock | 7812 (4) | | $117166 (4) | D | |
Convertible Notes | $9.30 | | | | | | | 1/15/2019 | 7/1/2023 | Common Stock | 3011 (4) | | $28000 (4) | I | See Note (6) |
Warrants | $14.00 | | | | | | | 10/1/2018 | 9/30/2023 | Common Stock | 1750 | | 1750 | I | See Note (7) |
Explanation of Responses: |
(1) | Shares received in lieu of cash payment of director's fees. |
(2) | Represents shares owned by Taglich Brothers, Inc., of which the Reporting Person is Chairman and President. |
(3) | Represents Issuer's 6% convertible notes received pursuant to amendment to Issuer's 8% convertible notes and includes unpaid interest through December 31, 2020. |
(4) | 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. |
(5) | 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. |
(6) | 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. |
(7) | 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. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
TAGLICH MICHAEL N C/O TAGLICH BROTHERS, INC. 37 MAIN STREET COLD SPRING HARBOR, NY 11724 | X | X |
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Signatures
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/s/ Michael N. Taglich | | 1/9/2023 |
**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 control number. |
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