SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* TAGLICH MICHAEL N (Last) (First) (Middle) C/O TAGLICH BROTHERS, INC. 37 MAIN STREET (Street) COLD SPRING HARBOR NY 11724 (City) (State) (Zip)	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)
	3. Date of Earliest Transaction (Month/Day/Year) 05/23/2023
	4. If Amendment, Date of 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
	Rule 10b5-1(c) Transaction Indication Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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	05/23/2023		J(1)		4,467	A	$3.54	415,157	D
Common Stock								23,995	I	See Note(2)

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 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: 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	$3.43	05/23/2023		A(3)		2,120		05/23/2023	06/30/2028	Common Stock	2,120	(3)	2,120	D
Stock Options	$8.4	05/23/2023		D			1,000	12/31/2022	04/30/2027	Common Stock	1,000	(3)	1,000	D
Stock Options	$13.2	05/23/2023		D			1,000	12/31/2021	12/31/2027	Common Stock	1,000	(3)	1,000	D
Stock Options	$23.8	05/23/2023		D			1,000	12/31/2020	12/31/2026	Common Stock	1,000	(3)	1,000	D
Stock Options	$12.8	05/23/2023		D			1,000	12/31/2019	12/31/2025	Common Stock	1,000	(3)	1,000	D
Stock Options	$15.9	05/23/2023		D			1,300	05/14/2018	05/31/2023	Common Stock	1,300	(3)	1,300	D
Convertible Notes(4)	$15							09/30/2018	07/01/2023	Common Stock	101,544(5)		$1,523,157(5)	D
Convertible Notes	$9.3							01/15/2019	07/01/2023	Common Stock	110,323(5)		$1,026,000(5)	D
Convertible Notes	$15							09/30/2018	07/01/2023	Common Stock	14,217(5)		$213,242(5)	I	See Note(6)
Convertible Notes	$15							09/30/2018	07/01/2023	Common Stock	7,812(5)		$117,166(5)	D
Convertible Notes	$9.3							01/15/2019	07/01/2023	Common Stock	3,011(5)		$28,000(5)	I	See Note(7)
Warrants	$14							10/01/2018	09/30/2023	Common Stock	1,750		1,750	I	See Note(8)

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. The reporting person and the issuer agreed to a stock option exchange whereby the reporting person exchanged all of his outstanding vested and unvested stock options for an immediately vested stock option to purchase a lesser number of shares than the aggregate number of shares subject to his outstanding stock options, with a modified exercise price and exercise period.

4. Represents Issuer's 6% convertible notes received pursuant to amendment to Issuer's 8% convertible notes and includes unpaid interest through December 31, 2020.

5. 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.

6. 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.

7. 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.

8. 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.

	/s/ Michael N. Taglich	05/24/2023
	** 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).
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