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AIR INDUSTRIES GROUP — Major Shareholding Notification 2017
Jan 20, 2017
35084_mrq_2017-01-20_4262016b-8058-40e7-859e-249363ec162f.zip
Major Shareholding Notification
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SC 13G/A 1 airindustries_13ga1.htm SC 13G/A Field: Rule-Page
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
SCHEDULE 13G/A
(Amendment No. 1)
Under the Securities Exchange Act of 1934
Air Industries Group, Inc.
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(Name of Issuer)
Common Stock , $0.001 par value
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(Title of Class of Securities)
00912N106
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(CUSIP Number)
December 31, 2016
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| o | Rule
13d-1(b) |
| --- | --- |
| x | Rule
13d-1(c) |
| o | Rule
13d-1(d) |
*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 the disclosures provided in a prior cover page.
The information required in 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).
Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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CUSIP No. 00912N106 13G/A Page 2 of 9 Pages
| 1. — 2. | names of reporting
persons i.r.s. identification no.
of above persons (entities only) TWM CAPITAL, L.P. — check the appropriate box if a group* | | ( a) o ( b) x |
| --- | --- | --- | --- |
| 3. | sec use only | | |
| 4. | citizenship or place
of organization DELAWARE | | |
| number of shares | 5. | sole voting power | 0 |
| beneficially owned by | 6. | shared voting power | 0 |
| each reporting | 7. | sole dispositive power | 0 |
| person with: | 8. | shared dispositive power | 0 |
| 9. | aggregate amount beneficially owned by each reporting person | | 0 |
| 10. | check
box if the aggregate amount in row (9) excludes certain shares (See Instructions) | | o |
| 11. | percent of class represented by amount in row (9) | | 0% |
| 12. | type of reporting person (See Instructions) | | PN |
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CUSIP No. 00912N106 13G/A Page 3 of 9 Pages
| 13. — 14. | names of reporting
persons i.r.s. identification no.
of above persons (entities only) THOMAS MULLEN,
LLC — check the appropriate box if a group* | | ( a) o ( b) x |
| --- | --- | --- | --- |
| 15. | sec use only | | |
| 16. | citizenship or place
of organization DELAWARE | | |
| number of shares | 17. | sole voting power | 0 |
| beneficially owned by | 18. | shared voting power | 0 |
| each reporting | 19. | sole dispositive power | 0 |
| person with: | 20. | shared dispositive power | 0 |
| 21. | aggregate amount beneficially owned by each reporting person | | 0 |
| 22. | check
box if the aggregate amount in row (9) excludes certain shares (See Instructions) | | o |
| 23. | percent of class represented by amount in row (9) | | 0% |
| 24. | type of reporting person (See Instructions) | | IA |
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CUSIP No. 00912N106 13G/A Page 4 of 9 Pages
| 25. — 26. | names of reporting
persons i.r.s. identification no.
of above persons (entities only) THOMAS MULLEN — check the appropriate box if a group* | | ( a) o ( b) x |
| --- | --- | --- | --- |
| 27. | sec use only | | |
| 28. | citizenship or place
of organization UNITED STATES OF AMERICA | | |
| number of shares | 29. | sole voting power | 0 |
| beneficially owned by | 30. | shared voting power | 0 |
| each reporting | 31. | sole dispositive power | 0 |
| person with: | 32. | shared dispositive power | 0 |
| 33. | aggregate amount beneficially owned by each reporting person | | 0 |
| 34. | check
box if the aggregate amount in row (9) excludes certain shares (See Instructions) | | o |
| 35. | percent of class represented by amount in row (9) | | 0% |
| 36. | type of reporting person (See Instructions) | | IN |
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CUSIP No. 00912N106 13G/A Page 5 of 9 Pages
| Item 1. — (a) Name of Issuer: | Air Industries Group, Inc. | |
|---|---|---|
| (b) Address | ||
| of Issuer’s Principal Executive Offices: | 360 | |
| Motor Parkway, Suite 100 Hauppauge, NY 11788 | ||
| Item 2. | ||
| (a) Name of Person | ||
| Filing: | This | |
| Schedule is being filed with respect to shares of Common Stock of the Issuer which are | ||
| beneficially owned by TWM Capital, L.P., Thomas Mullen, LLC and Thomas Mullen. See Item | ||
| 4 below. | ||
| (b) Address | ||
| of Principal Business Office or, if none, Residence: | 113 | |
| Post Road East Westport, | ||
| CT 06880 | ||
| (c) Citizenship: | TWM Capital, | |
| L.P. is a Delaware limited partnership, Thomas Mullen, LLC is a Delaware limited liability company and Thomas Mullen is a | ||
| United States Citizen. | ||
| (d) Title of Class | ||
| of Securities: | Common | |
| Stock, $0.001 par | ||
| value | ||
| (e) CUSIP Number: | 00912N106 | |
| Item 3. | If this statement is filed | |
| pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | ||
| (a) | o | Broker or |
| dealer registered under section 15 of the Act (15 U.S.C. 78o). | ||
| (b) | o | Bank as defined |
| in section 3(a)(6) of the Act (15 U.S.C. 78c). | ||
| (c) | o | Insurance company as defined in |
| section 3(a)(19) of the Act (15 U.S.C. 78c). | ||
| (d) | o | Investment |
| company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). | ||
| (e) | o | An investment adviser in accordance |
| with §240.13d-1(b)(1)(ii)(E); | ||
| (f) | o | An employee benefit plan or endowment |
| fund in accordance with §240.13d-1(b)(1)(ii)(F); | ||
| (g) | o | A parent holding company or control |
| person in accordance with § 240.13d-1(b)(1)(ii)(G); | ||
| (h) | o | A savings |
| associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | ||
| (i) | o | A church |
| plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of | ||
| 1940 (15 U.S.C. 80a-3); | ||
| (j) | o | Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
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CUSIP No. 00912N106 13G/A Page 6 of 9 Pages
| Item
4. | Ownership. | |
| --- | --- | --- |
| Provide
the following information regarding the aggregate number and percentage of the class
of securities of the issuer identified in Item 1. | | |
| (a) | Amount beneficially
owned: | None. |
| (b) | Percent
of class: | The
following percentages are based on 7,583,165 shares issued and outstanding as reported
on the Issuer’s most recent 10-Q/A as filed with the SEC on November 16, 2016. TWM Capital, L.P.: 0% Thomas Mullen, LLC: 0% Thomas Mullen: 0% |
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CUSIP No. 00912N106 13G/A Page 7 of 9 Pages
(c) Number of shares as to which the person has:
| (i) | Sole
power to vote or to direct the vote: | TWM
Capital, L.P.: 0 Thomas
Mullen, LLC: 0 Thomas
Mullen: 0 |
| --- | --- | --- |
| (ii) | Shared
power to vote or to direct the vote: | TWM
Capital, L.P.: 0 Thomas
Mullen, LLC: 0 Thomas
Mullen: 0 |
| (iii) | Sole
power to dispose or to direct the disposition of: | TWM
Capital, L.P.: 0 Thomas
Mullen, LLC: 0 Thomas
Mullen: 0 |
| (iv) | Shared
power to dispose or to direct the disposition of: | TWM
Capital, L.P.: 0 Thomas
Mullen, LLC: 0 Thomas
Mullen: 0 |
| Item
5. Ownership of Five Percent or Less of a Class |
| --- |
| If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following: x . |
| Item
6. Ownership of More than Five Percent on Behalf of Another Person |
| Not
Applicable. |
| Item
7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding
Company or Control Person. |
| See
Exhibit A. |
| Item
8. Identification and Classification of Members of the Group. |
| Not
Applicable. |
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CUSIP No. 00912N106 13G/A Page 8 of 9 Pages
| Item
9. Notice of Dissolution of Group. |
| --- |
| Not
applicable. |
| Item
10. Certification |
(a) The following certification shall be included if the statement is filed pursuant to §240.13d-1(b): By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. x
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CUSIP No. 00912N106 13G/A Page 9 of 9 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated January 20, 2017
| TWM Capital, L.P. | |
|---|---|
| By, its general partner, Thomas Mullen, LLC | |
| By: | /s/ Thomas Mullen, |
| its managing member | |
| Thomas Mullen LLC | |
| By: | /s/ Thomas Mullen, |
| its managing member | |
| /s/ Thomas Mullen |
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
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 for whom copies are to be sent.
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)