Sec Form 13D Filing - Richmond Brothers Inc. filing for AIR INDS GROUP COM PAR $0.001 (AIRI) - 2021-04-30

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
(Rule 13d-101)
 
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)

(Amendment No. 3)1

Air Industries Group
(Name of Issuer)
 
Common Stock, par value $0.001
(Title of Class of Securities)
 
00912N205
(CUSIP Number)
 
DAVID S. RICHMOND
RICHMOND BROTHERS, INC.
3568 Wildwood Avenue
Jackson, Michigan 49202
(517) 435-4040

GUY P. LANDER
CARTER LEDYARD & MILBURN LLP
2 WALL STREET, NEW YORK, NY 10005
 (Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
April 28, 2021
(Date of Event Which Requires Filing of This Statement)
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ◻.
 
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

                                                          
1          The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 
CUSIP No. 00912N205

1
NAME OF REPORTING PERSON

Richmond Brothers, Inc.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP          
(a) ☐
(b) ☐
3 SEC Use Only
 
4
SOURCE OF FUNDS

OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)        

☐
6
CITIZENSHIP OR PLACE OF ORGANIZATION

MICHIGAN
 NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
 7
SOLE VOTING POWER

- 0 -
8
SHARED VOTING POWER

- 0 -
9
SOLE DISPOSITIVE POWER

3,480,680*
10
SHARED DISPOSITIVE POWER

- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,480,680*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 

☐
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

10.8%*
14
TYPE OF REPORTING PERSON

IA, CO
 
                                    
* Includes 312,000 Shares issuable upon the exercise of warrants.
 
2

CUSIP No. 00912N205

1
NAME OF REPORTING PERSON

RBI Private Investment II, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP          
(a) ☐
(b) ☐
3 SEC Use Only
 
4
SOURCE OF FUNDS

WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)        

☐
6
CITIZENSHIP OR PLACE OF ORGANIZATION

DELAWARE
 NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
 7
SOLE VOTING POWER

15,333
8
SHARED VOTING POWER

- 0 -
9
SOLE DISPOSITIVE POWER

15,333
10
SHARED DISPOSITIVE POWER

- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

15,333
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 

☐
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Less than 1%
14
TYPE OF REPORTING PERSON

OO
 
3

CUSIP No. 00912N205

1
NAME OF REPORTING PERSON

RBI Private Investment III, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP          
(a) ☐
(b) ☐
3 SEC Use Only
 
4
SOURCE OF FUNDS

WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)        

☐
6
CITIZENSHIP OR PLACE OF ORGANIZATION

DELAWARE
 NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
 7
SOLE VOTING POWER

857,059*
8
SHARED VOTING POWER

- 0 -
9
SOLE DISPOSITIVE POWER

857,059*
10
SHARED DISPOSITIVE POWER

- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

857,059*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 

☐
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

2.7%*
14
TYPE OF REPORTING PERSON

OO
 
                                                
* Includes 280,000 Shares issuable upon the exercise of warrants.

4
 
CUSIP No. 00912N205

1
NAME OF REPORTING PERSON

RBI PI Manager, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP          
(a) ☐
(b) ☐
3 SEC Use Only
 
4
SOURCE OF FUNDS

AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)        

☐
6
CITIZENSHIP OR PLACE OF ORGANIZATION

DELAWARE
 NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
 7
SOLE VOTING POWER

872,392*
8
SHARED VOTING POWER

- 0 -
9
SOLE DISPOSITIVE POWER

872,392*
10
SHARED DISPOSITIVE POWER

- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

872,392*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 

☐
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

2.7%*
14
TYPE OF REPORTING PERSON

OO
 
                                                       

*
Includes 280,000 Shares issuable upon the exercise of warrants.
 
5

CUSIP No. 00912N205

1
NAME OF REPORTING PERSON

Richmond Brothers 401(k) Profit Sharing Plan
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP          
(a) ☐
(b) ☐
3 SEC Use Only
 
4
SOURCE OF FUNDS

WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)        

☐
6
CITIZENSHIP OR PLACE OF ORGANIZATION

MICHIGAN
 NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
 7
SOLE VOTING POWER

83,235
8
SHARED VOTING POWER

- 0 -
9
SOLE DISPOSITIVE POWER

83,235
10
SHARED DISPOSITIVE POWER

- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

83,235
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 

☐
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Less than 1%
14
TYPE OF REPORTING PERSON

EP
 

6

CUSIP No. 00912N205

1
NAME OF REPORTING PERSON

David S. Richmond
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP          
(a) ☐
(b) ☐
3 SEC Use Only
 
4
SOURCE OF FUNDS

OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)        

☐
6
CITIZENSHIP OR PLACE OF ORGANIZATION

USA
 NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
 7
SOLE VOTING POWER

872,392!
8
SHARED VOTING POWER

83,235
9
SOLE DISPOSITIVE POWER

872,392!
10
SHARED DISPOSITIVE POWER

3,480,680*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,353,072!*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 

☐
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

16.6%!*
14
TYPE OF REPORTING PERSON

IN
 
                                                   
! Includes 280,000 Shares issuable upon the exercise of warrants.

 *
Includes 312,000 Shares issuable upon the exercise of warrants.
 
7

CUSIP No. 00912N205
 
1
NAME OF REPORTING PERSON

Matthew J. Curfman
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP          
(a) ☐
(b) ☐
3 SEC Use Only
 
4
SOURCE OF FUNDS

OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)        

☐
6
CITIZENSHIP OR PLACE OF ORGANIZATION

USA
 NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
 7
SOLE VOTING POWER

9,155
8
SHARED VOTING POWER

83,235
9
SOLE DISPOSITIVE POWER

9,155
10
SHARED DISPOSITIVE POWER

3,480,680*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,489,835*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 

☐
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

10.8%*
14
TYPE OF REPORTING PERSON

IN
 
                                                         

*
Includes 312,000 Shares issuable upon the exercise of warrants.
 
8

CUSIP No. 00912N205

                    The following constitutes Amendment No. 3 to the Schedule 13D filed by the undersigned (“Amendment No. 3”). This Amendment No. 3 amends th e Schedule 13D as specifically set forth herein.

Item 5.          Interest in Securities of the Issuer.
 
                     Items 5(a)-(c) are hereby amended and restated to read as follows:
 
                   The aggregate percentage of Shares reported owned by each person named herein is based upon 32,000,155 Shares outstanding as of March 19, 2021, which is the total number of Shares outstanding as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 29, 2021.
 

 A.
Richmond Brothers


(a)
As of the date hereof, 3,480,680 Shares were beneficially owned by the Separately Managed Accounts, including 312,000 Shares issuable upon the exercise of warrants. As the investment advisor to the Separately Managed Accounts, Richmond Brothers may be deemed the beneficial owner of the 3,480,680 Shares beneficially owned by the Separately Managed Accounts.
 
Percentage: Approximately 10.9%


 (b)
1. Sole power to vote or direct vote: 0

2.
Shared power to vote or direct vote: 0

3.
Sole power to dispose or direct the disposition: 3,480,680

4.
Shared power to dispose or direct the disposition: 0
 


9


 B.
RBI PII


(a)
As of the date hereof, RBI PII beneficially owned 15,333 Shares.

Percentage: Less than 1%


 (b)
1. Sole power to vote or direct vote: 15,333

2.
Shared power to vote or direct vote: 0

3.
Sole power to dispose or direct the disposition: 15,333

4.
Shared power to dispose or direct the disposition: 0
 

 C.
RBI PIII


(a)
As of the date hereof, RBI PIII beneficially owned 857,059 Shares, including 280,000 Shares issuable upon the exercise of warrants.

Percentage: Approximately 2.7%
 

 (b)
1. Sole power to vote or direct vote: 857,059

2.
Shared power to vote or direct vote: 0

3.
Sole power to dispose or direct the disposition: 857,059

4.
Shared power to dispose or direct the disposition: 0


D.
RBI Manager
 

 (a)
As the manager of RBI PII and RBI PIII, RBI Manager may be deemed the beneficial owner of the 15,333 Shares owned by RBI PII and the 857,059 Shares beneficially owned by RBI PIII.

Percentage: Approximately 2.7%


 (b)
1. Sole power to vote or direct vote: 872,392

2.
Shared power to vote or direct vote: 0

3.
Sole power to dispose or direct the disposition: 872,392

4.
Shared power to dispose or direct the disposition: 0


E.
RBI Plan


(a)
As of the date hereof, the RBI Plan beneficially owned 83,235 Shares.

Percentage: Less than 1%


 (b)
1. Sole power to vote or direct vote: 83,235

2.
Shared power to vote or direct vote: 0

3.
Sole power to dispose or direct the disposition: 83,235

4.
Shared power to dispose or direct the disposition: 0
 

10


 F.
Mr. Richmond
 

 (a)
As the Chairman of Richmond Brothers, manager of RBI Manager and a trustee of the RBI Plan, Mr. Richmond may be deemed the beneficial owner of the (i) 4,321,837 Shares beneficially owned by the Separately Managed Accounts, (ii) 15,333 Shares owned by RBI PII, (iii) 857,059 Shares beneficially owned by RBI PIII, and (iv) 83,235 Shares owned by the RBI Plan.
 
Percentage: Approximately 16.6%


 (b)
1. Sole power to vote or direct vote: 872,392

2.
Shared power to vote or direct vote: 83,235

3.
Sole power to dispose or direct the disposition: 872,392

4.
Shared power to dispose or direct the disposition: 3,480,680


G.
Mr. Curfman
 

 (a)
As of the date hereof, Mr. Curfman directly beneficially owned 9,155 Shares. As the President of Richmond Brothers and a trustee of the RBI Plan, Mr. Curfman may be deemed the beneficial owner of the (i) 4,321,837 Shares beneficially owned by the Separately Managed Accounts and (ii) 83,235 Shares owned by the RBI Plan.
 
Percentage: Approximately 10.8%


 (b)
1. Sole power to vote or direct vote: 9,155

2.
Shared power to vote or direct vote: 83,235

3.
Sole power to dispose or direct the disposition: 9,155

4.
Shared power to dispose or direct the disposition: 3,480,680

The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities of the Issuer reported herein that he or it does not directly own.

(c)          The transactions in the securities of the Issuer by the Reporting Persons during the past sixty (60) days are set forth in Schedule A and are incorporated herein by reference. Such transactions were effected in the open market.
 
11
 
SIGNATURES
 
After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: April 30, 2021
 
 
Richmond Brothers, Inc.
 
By: /s/ David S. Richmond
       Name: David S. Richmond
       Title:   Chairman

RBI Private Investment II, LLC

By: RBI PI Manager, LLC
       Manager
 
By: /s/ David S. Richmond
      Name:  David S. Richmond
      Title:     Manager
 
RBI Private Investment III, LLC

By: RBI PI Manager, LLC
       Manager
 
By: /s/ David S. Richmond
      Name: David S. Richmond
      Title:    Manager

By: RBI PI Manager, LLC

By: /s/ David S. Richmond
      Name: David S. Richmond
      Title:   Manager
 
By:  Richmond Brothers 401(k) Profit Sharing Plan

By: /s/ David S. Richmond
      Name:  David S. Richmond
      Title:    Trustee

/s/ David S. Richmond
 David S. Richmond

/s/ Matthew J. Curfman
Matthew J. Curfman

12
SCHEDULE A
 
Transactions in the Securities of the Issuer During the Past Sixty Days
 
Securities
 
 
Nature of Transaction
Purchased/(Sold)
Price per Security ($)
Date of Purchase/Sale
 
RICHMOND BROTHERS, INC.
(Through the Separately Managed Accounts)
 
Sale of common stock
    
10,000
      
1.61021
  
03/02/2021
Sale of common stock
    
10,000
      
1.61000
  
03/02/2021
Sale of common stock
    
8,310
      
1.62000
  
03/02/2021
Sale of common stock
    
10,518
      
1.61000
  
03/02/2021
Sale of common stock
    
8,537
      
1.61993
  
03/02/2021
Sale of common stock
    < /td>
5,069
      
1.62000
  
03/02/2021
Sale of common stock
    
2,974
      
1.61850
  
03/02/2021
Sale of common stock
    
12,293
      
1.60138
  
03/02/2021
Sale of common stock
    
4,952
      
1.66830
  
03/02/2021
Sale of common stock
    
10,000
      
1.60460
  
03/02/2021
Sale of common stock
    
4,080
      
1.61810
  
03/02/2021
Sale of common stock
    
2,610
      
1.62540
  
03/02/2021
Sale of common stock
    
10,518
      
1.61000
  
03/02/2021
Sale of common stock
    
10,000
      
1.50023
  
03/09/2021
Sale of common stock
    
1,531
      
1.51000
  
03/09/2021
Sale of common stock
    
4,133
      
1.51000
  
03/09/2021
Sale of common stock
    
9,330
      
1.47000
  
03/10/2021
Sale of common stock
    
3,826
      
1.47500
  
03/10/2021
Sale of common stock
    
1,571
      
1.54000
  
03/11/2021
Sale of common stock
    
5,567
      
1.53830
  
03/11/2021
Sale of common stock
    
1,620
      
1.52000
  
03/11/2021
Sale of common stock
    
10,000
      
1.55010
  
03/11/2021
Sale of common stock
    
1,703
      
1.55000
  
03/11/2021
Sale of common stock
    
5,129
      
1.53000
  
03/11/2021
Sale of common stock
    
2,450
      
1.53224
  
03/11/2021
Sale of common stock
    
6,131
      
1.55000
  
03/22/2021
Sale of common stock
    
7,643
      
1.55970
  
03/22/2021
Sale of common stock
    
2,108
      
1.57531
  
03/22/2021
Sale of common stock
    
2,116
      
1.59900
  
03/22/2021
Sale of common stock
    
2,702
      
1.44909
  
03/24/2021
Sale of common stock
    
6,892
      
1.44969
  
03/24/2021
Sale of common stock
    
2,979
      
1.55000
  
04/06/2021
Sale of common stock
    
3,497
      
1.49000
  
04/07/2021
Sale of common stock
    
10,000
      
1.45000
  
04/07/2021
Sale of common stock
    
1,833
      
1.46000
  
04/07/2021
Sale of common stock
    
4,591
      
1.41000
  
04/08/2021
Sale of common stock
    
10,000
      
1.40000
  
04/08/2021
Sale of common stock
    
2,101
      
1.41000
  
04/08/2021
Sale of common stock
    
4,356
      
1.40500
  
04/08/2021
Sale of common stock
    
10,000
      
1.40000
  
04/08/2021
Sale of common stock
    
2,500
      
1.40500
  
04/08/2021
Sale of common stock
    
3,036
      
1.26000
  
04/14/2021
Sale of common stock
    
2,727
      
1.17500
  
04/16/2021
Sale of common stock
    
2,303
      
1.17500
  
04/16/2021
Sale of common stock
    
2,121
      
1.18000
  
04/16/2021
Sale of common stock
    
10,000
      
1.21000
  
04/19/2021
Sale of common stock
    
1,757
      
1.21500
  
04/19/2021
Sale of common stock
    
3,215
      
1.21139
  
04/19/2021
Sale of common stock
    
1,937
      
1.24500
  
04/23/2021
Sale of common stock
    
5,223
      
1.34000
  
04/28/2021
Sale of common stock
    
7,095
      
1.36000
  
04/28/2021
Sale of common stock
    
3,359
      
1.34000
  
04/28/2021