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 MICHAEL N
  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)
(Last)
(First)
(Middle)
C/O TAGLICH BROTHERS, INC., 37 MAIN STREET
3. Date of Earliest Transaction (Month/Day/Year)
09/13/2024
(Street)

COLD SPRING HARBOR, NY 11724
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)
Code V Amount (A) or (D) Price
Common Stock 09/13/2024   S   7,015 D $ 7 16,980 I See Note (1)
Common Stock               434,449 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options $ 3.75               (2) 08/31/2029 Common Stock 10,000   10,000 D  
Stock Options $ 3.5               (3) 05/31/2028 Common Stock 1,000   1,000 D  
Stock Options $ 3.43               (3) 06/30/2028 Common Stock 2,120   2,120 D  
Stock Option $ 8.4               (3) 04/30/2027 Common Stock 1,000   1,000 D  
Stock Option $ 13.2               (3) 12/31/2027 Common Stock 1,000   1,000 D  
Stock Option $ 23.8               (3) 12/31/2026 Common Stock 1,000   1,000 D  
Stock Option $ 12.8               (3) 12/31/2025 Common Stock 1,000   1,000 D  
Convertible Notes (4) $ 15             09/30/2018 07/01/2026 Common Stock 101,544 (5)   $ 1,523,157 (5) D  
Convertible Notes $ 9.3             01/15/2019 07/01/2026 Common Stock 110,323 (5)   $ 1,026,000 (5) D  
Convertible Notes $ 15             09/30/2018 07/01/2026 Common Stock 14,217 (5)   $ 213,242 (5) I See Note (6)
Convertible Notes $ 15             09/30/2018 07/01/2026 Common Stock 7,812 (5)   $ 117,166 (5) D  
Convertible Notes $ 9.3             01/15/2019 07/01/2026 Common Stock 3,011 (5)   $ 28,000 (5) I See Note (7)

Reporting Owners

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    

Signatures

 /s/ Michael N. Taglich   09/17/2024
**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 Chairman and President.
(2) Vests as to 2,500 shares on each of August 31, 2024, September 30, 2024, December 31, 2024 and March 31, 2025.
(3) Exercisable in full.
(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.

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