SEC Form 4 · accession 0001193805-16-004423
AIR INDUSTRIES GROUP · AIRI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael N Taglich
Director · 10% Owner
Period of report
Dec 22, 2016
Accepted (ET)
Dec 27, 2016 · 3:55 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001009891
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Jun 29, 2016 | M | 3,000 | $2.95 | A | 360,497 | D | |
| Common StockF1 | holding | — | — | — | 17,990 | I | See Note | |
| Common StockF2 | holding | — | — | — | 12,746 | I | See Note |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Options (right to purchase) | $4.64 | Jun 2, 2016 | A | 750 | A | Feb 1, 2017 | Jun 1, 2021 | Common Stock | 750 | 15,250 | D |
| Convertible Notes | $2.25 | Nov 23, 2016 | P | — | A | Nov 23, 2016 | Nov 30, 2018 | Common Stock | 444,444 | — | D |
| Convertible NotesF3 | — | Nov 30, 2016 | C | — | D | Aug 19, 2016 | Dec 31, 2017 | See Note | — | — | D |
| Series A Preferred StockF4,F5 | $4.92 | Nov 30, 2016 | C | 157,586 | A | Nov 30, 2016 | — | Common Stock | 320,293 | 272,694 | D |
| Convertible Note | $2.63 | Dec 22, 2016 | P | — | A | Dec 22, 2016 | Nov 30, 2018 | Common Stock | 114,068 | — | D |
| Warrants | $3.00 | Dec 22, 2016 | P | 22,814 | A | Dec 22, 2016 | Nov 30, 2021 | Common Stock | 22,814 | 314,504 | D |
| WarrantsF6 | $3.00 | Dec 22, 2016 | P | 44,677 | A | Dec 22, 2016 | Nov 30, 2021 | Common Stock | 44,677 | 185,924 | I |
Explanation of responses
- F1Represents shares owned by Taglich Brothers, Inc., of which the Reporting Person is Chairman and President.
- F2Owned by Tag/Kent Partners, of which Reporting Person is a General Partner.
- F3Converted 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.
- F4Includes shares received in lieu of cash dividends on December 15, 2016.
- F5There is no expiration date.
- F6Represents Placement Agent 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% Subordinated Convertible Notes in December 2016.