Sec Form 4 Filing - SCHROEDER ROBERT C @ AIR INDUSTRIES GROUP - 2020-01-07

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 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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1. Name and Address of Reporting Person SCHROEDER ROBERT C 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) 700 NEW YORK AVENUE, SUITE B 3. Date of Earliest Transaction (MM/DD/YY) 01/07/2020 (Street) HUNTINGTON, NY11743 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 01/07/2020 J( 1 ) 2,500 A $ 2.38 102,481 D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 (right to purchase) $ 1.59 05/14/2018( 2 ) 05/31/2023 Common Stock 13,000 13,000 D Stock Options (right to purchase) $ 10.05 ( 3 ) 04/05/2020 Common Stock 3,000 3,000 D Stock Options (right to purchase) $ 4.64 ( 4 ) 06/01/2021 Common Stock 3,000 3,000 D Stock Options (right to purchase) $ 1.69 01/02/2018 12/31/2022 Common Stock 3,000 3,000 D Stock Options (right to purchase) $ 1.28 ( 5 ) 12/31/2025 Common Stock 10,000 10,000 D Stock Options (right to purchase) $ 2.38 03/31/2020( 6 ) 12/31/2026 Common Stock 10,000 10,000 D Warrants (right to purchase) $ 6.15 11/27/2016 05/26/2021 Common Stock 8,110 8,110 I See Note ( 7 ) Warrants (right to purchase) $ 6.15 09/01/2016 07/31/2021 Common Stock 10,500 10,500 I See Note ( 7 ) Warrants (right to purchase) $ 3 11/23/2016 11/30/2021 Common Stock 11,278 11,278 I See Note ( 7 ) Warrants (right to purchase) $ 3 12/22/2016 11/30/2021 Common Stock 6,450 17,728 I See Note ( 7 ) Warrants (right to purchase) $ 4.45 02/17/2017 01/31/2022 Common Stock 5,000 5,000 I See Note ( 7 ) Warrants (right to purchase) $ 3.3 03/08/2017 01/31/2022 Common Stock 2,913 2,913 I See Note ( 7 ) Warrants (right to purchase) $ 3.78 03/15/2017 01/31/2022 Common Stock 2,868 2,868 I See Note ( 7 ) Warrants (right to purchase) $ 4 03/21/2017 01/31/2022 Common Stock 579 579 I See Note ( 7 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SCHROEDER ROBERT C 700 NEW YORK AVENUE, SUITE B HUNTINGTON, NY11743 X Signatures /s/ Robert C. Schroeder 01/09/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares issued in lieu of cash payment of directors' fees. ( 2 )Fully vested as of December 31, 2018. ( 3 )Fully vested as of 11/01/2016. ( 4 )Fully vested as of 01/01/2016. ( 5 )Fully vested as of December 31, 2019. ( 6 )Vests as to 2,500 shares on March 31, 2020, and an additional 2,500 shares on each of June 30, 2020, September 30, 2020 and December 31, 2020. ( 7 )Assignment of a portion of Placement Agent Warrants originally issued to Taglich Brothers, Inc., of which the Reporting Person is Vice President - Investment Banking.

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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