Sec Form 4 Filing - Kuehn Michael C @ ASTRONICS CORP - 2020-02-28

Insider filing report for Changes in Beneficial Ownership
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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
Kuehn Michael C
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)
02/28/2020
(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 Com Stk 0 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
Option $ 35.61 12/12/2018 12/12/2027 $.01PV Com Stk 8,050 8,050 D
Option $ 35.61 12/12/2018 12/12/2027 $.01 PV Cl B Stk 1,208 1,208 D
Option $ 31.57 12/13/2019 12/13/2028 $.01PV Com Stk 12,360 12,360 D
Restricted Stock Unit ( 1 ) ( 2 ) ( 2 ) $.01 PV Com Stk 2,465 2,465 D
Option $ 30.04 12/09/2020 12/09/2029 $.01PV Com Stk 18,150 18,150 D
Restricted Stock Unit ( 1 ) 02/28/2020 A 8,650 ( 3 ) ( 3 ) $.01PV Com Stk 8,650 $ 0 8,650 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Kuehn Michael C
130 COMMERCE WAY
EAST AURORA, NY14052
Executive Vice President
Signatures
/s/Julie Davis, as Power of Attorney for Michael Kuehn 03/02/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each restricted stock unit represents the right to receive, at settlement, one share of common stock.
( 2 )Vesting of these restricted stock units depends on Astronics Corp.'s average annual adjusted EBITDA for the period of January 1, 2019-December 31, 2021. The "target" number of restricted stock units is reported. Between 75% and 115%of the target number of units may vest on December 31, 2021, with the vesting percentage determined based on actual performance.
( 3 )Vesting of these restricted stock units depends on Astronics Corp.'s average annual adjusted EBITDA for the period January1, 2020- December31, 2022. The "target" number of restricted stock units is reported. Between 75% and 115% of the target number of units may vest on December31, 2022, 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).

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