Edgar Filing: AIR INDUSTRIES GROUP

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 ROBERT

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	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

790 NEW YORK AVENUE, SUITE 209

3. Date of Earliest Transaction (Month/Day/Year)
12/22/2016

(Street)

HUNTINGTON, NY 11743

4. If Amendment, Date 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

(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	06/29/2016		M		3,000	A	$ 2.95	377,903	D
Common Stock								17,990	I	See Note ⁽¹⁾
Common Stock								12,746	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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Options (right to purchase)

$ 4.64

06/02/2016

750

02/01/2016

06/01/2021

Common Stock

750

$ 0

15,250

Warrants

$ 5

08/19/2016

2,436

08/19/2016

07/31/2021

Common Stock

2,436

$ 0

2,436

See Note ⁽³⁾

Convertible Notes

$ 2.25

11/23/2016

$ 100,000

11/23/2016

11/30/2018

Common Stock

44,444

$ 100,000

$ 304,183

Convertible Note

⁽⁴⁾

11/30/2016

$ 204,183

08/19/2016

12/31/2017

Common Stock ⁽⁴⁾

⁽⁴⁾

$ 204,183

$ 100,000

Convertible Note

⁽⁴⁾

11/30/2016

$ 60,000

08/19/2016

12/31/2017

Common Stock ⁽⁴⁾

⁽⁴⁾

$ 60,000

See Note ⁽³⁾

Series A Preferred Stock

$ 4.92

11/30/2016

23,291 ⁽⁵⁾

11/30/2016

⁽⁶⁾

Common Stock

47,338

$ 232,910

91,309

Series A Preferred Stock

$ 4.92

11/30/2016

6,036 ⁽⁵⁾

11/30/2016

⁽⁶⁾

Common Stock

12,268

$ 60,360

6,036

See Note ⁽³⁾

Convertible Notes

$ 2.63

12/22/2016

$ 200,000

12/22/2016

11/30/2018

Common Stock

76,045

$ 200,000

$ 300,000

Warrants

$ 3

12/22/2016

15,210

12/22/2016

11/30/2021

Common Stock

15,210

$ 0

77,089

Warrants

$ 3

12/22/2016

44,677

12/22/2016

11/30/2021

Common Stock

44,677

$ 50

185,984

See Note ⁽⁷⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
TAGLICH ROBERT 790 NEW YORK AVENUE, SUITE 209 HUNTINGTON, NY 11743	X

Signatures

/s/ Robert F. Taglich		12/27/2016
^**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)	Represents shares owned by Taglich Brothers, Inc., of which the Reporting Person is Managing Director.
(2)	Owned by Tag/Kent Partners, of which Reporting Person is a General Partner.
(3)	Custodian for children under NY UGMA
(4)	Converted into shares of Series A Convertible Preferred Stock ("Series A Preferred Stock") at $10 per share upon filing of Certificate of Amendment increasing number of authorized shares of Preferred Stock. Until automatically converted into shares of Series A Preferred Stock, the Note had been convertible into shares of Common Stock at an exercise price of $4.92 per share, the conversion price of the Series A Preferred Stock.
(5)	Includes shares received in lieu of cash dividends on December 15, 2016.
(6)	There is no expiration date.
(7)	Represents Placement Agent Warrants received by Taglich Brothers, Inc., of which the Reporting Person is Managing Director, which acted as placement agent for the sale of Issuer's 8% Subordinated Convertible Notes in December 2016.

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