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 * GOLDBERG ARTHUR H   2. Issuer Name and Ticker or Trading Symbol Avantair, Inc [AAIR.OB] 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) 25 TIDEWAY STREET 3. Date of Earliest Transaction (Month/Day/Year) 11/30/2012 (Street) KINGS POINT, NY 11024 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

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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

Senior Secured Convertible Promissory Notes

$ 0.25

11/30/2012

A

$ 100,000

(1)

11/30/2015

Common Stock

400,000

$ 100,000

$ 100,000

D

Warrants to Purchase Common Stock (right to buy)

$ 0.5

11/30/2012

A

400,000

(2)

11/30/2017

Common Stock

400,000

$ 0 (3)

400,000

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
GOLDBERG ARTHUR H 25 TIDEWAY STREET KINGS POINT, NY 11024	X

Signatures

/s/ Tom Palmiero as attorney-in-fact for Arthur H. Goldberg		12/04/2012
**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)	The Senior Secured Convertible Promissory Notes (the "Notes") are convertible into shares of common stock of the Issuer at any time to the extent there is a sufficient number of authorized shares not otherwise reserved for issuance by the Company. If the Issuer elects to prepay the Notes, which the Issuer has the right to elect on or after November 30, 2014, the Notes will no longer be convertible on the date five days prior to the prepayment date.
(2)	The Warrants to purchase common stock of the Issuer (the "Warrant") are exercisable only if a sufficient number of shares of common stock are authorized for the exercise of the Warrants.
(3)	On November 30, 2012, the Reporting Person was issued Warrants in conjunction with the issuance of the Note to the Reporting Person. No additional consideration was paid by the Reporting Person to the Issuer for the issuance of the Warrants.

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