Sec Form 4 Filing - KRAMER JAMES S @ ASTRONICS CORP - 2018-08-22

Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security.

"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
The following is an SEC EDGAR document rendered as filed.
Here is the list of insider trading transaction codes.

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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person *
KRAMER JAMES S
2. Issuer Name and Ticker or Trading Symbol
ASTRONICS CORP [ ATRO]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Executive Vice President
(Last)
(First)
(Middle)
130 COMMERCE WAY
3. Date of Earliest Transaction (MM/DD/YY)
08/22/2018
(Street)
EAST AURORA, NY14052
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
$.01 PV Common Stock 08/22/2018 S( 1 ) 11,800 D $ 46.02 42,003 D
$.01 PV Class B Stock 320,029 D
$.01 PV Common Stock 220 I By Spouse ( 2 )
$.01 PV Class B Stock 686 I By Spouse ( 2 )
$.01 PV Common Stock 787 I JAMES SHORE KRAMER CUST FOR LEAH JANE KRAMER ( 3 )
$.01 PV Class B Stock 118 I JAMES SHORE KRAMER CUST FOR LEAH JANE KRAMER ( 3 )
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
Option $ 3.27 12/03/2010 12/03/2019 $.01 PV Com Stk 11,750 11,750 D
Option $ 3.27 12/03/2010 12/03/2019 $.01 PV Cl B Stk 16,557 16,557 D
Option $ 8.82 12/02/2011 12/02/2020 $.01 PV Com Stk 4,350 4,350 D
Option $ 8.82 12/02/2011 12/02/2020 $.01 PV Cl B Stk 6,129 6,129 D
Option $ 15.63 12/01/2012 12/01/2021 $.01 PV Com Stk 3,200 3,200 D
Option $ 15.63 12/01/2012 12/01/2021 $.01 PV Cl B Stk 3,808 3,808 D
Option $ 10.58 11/29/2013 11/29/2022 $.01 PV Com Stk 5,700 5,700 D
Option $ 10.58 11/29/2013 11/29/2022 $.01 PV Cl B Stk 5,155 5,155 D
Option $ 32.72 12/11/2014 12/11/2023 $.01 PV Com Stk 2,330 2,330 D
Option $ 32.72 12/11/2014 12/11/2023 $.01 PV Cl B Stk 1,367 1,367 D
Option $ 35.46 12/11/2015 12/11/2024 $.01 PV Com Stk 2,720 2,720 D
Option $ 35.46 12/11/2015 12/11/2024 $.01 PV Cl B Stk 877 877 D
Option $ 31.88 12/03/2016 12/03/2025 $.01 PV Com Stk 3,500 3,500 D
Option $ 31.88 12/03/2016 12/03/2025 $.01 PV Cl B Stk 525 525 D
Option $ 36.52 12/14/2017 12/14/2026 $.01 PV Com Stk 3,670 3,670 D
Option $ 40.95 12/12/2018 12/12/2027 $.01 PV Com Stk 5,340 5,340 D
Restricted Stock Unit ( 4 ) ( 5 ) ( 5 ) $.01 PV Com Stk 920 920 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
KRAMER JAMES S
130 COMMERCE WAY
EAST AURORA, NY14052
Executive Vice President
Signatures
/s/Julie Davis, as Power of Attorney for James S. Kramer 08/23/2018
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )Sold pursuant to a 10b5-1 trading plan.
( 2 )Mr. Kramer disclaims any beneficial interest in the shares owned by his wife.
( 3 )Represents shares held by James Shore Kramer Cust for Leah Jane Kramer. The beneficiary is the reporting person's immediate family.
( 4 )Each restricted stock unit represents the right to receive, at settlement, one share of common stock.
( 5 )Vesting of these restricted stock units depends on Astronics Corp.'s average annual adjusted EBITDA for the period of January 1, 2018- December 31, 2020. The "target" number of restricted stock units is reported. Between 75% and 115% of the target number of units may vest on December 31, 2020, with the vesting percentage determined based on actual performance.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.