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Sec Form 4 Filing - KRAMER JAMES S @ ASTRONICS CORP - 2020-11-24

  1. About Form 4 Filing: 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. The initial filing is on Form 3 and changes are reported on Form 4. The Annual Statement of beneficial ownership of securities is on Form 5. The forms contain information on the reporting person's relationship to the company and on purchases and sales of such equity securities.
  2. Form 4 is stored in SEC's EDGAR database. EDGAR is Electronic Data Gathering, Analysis and Retrieval System. It is a registered trademark of the SEC.

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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 *
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)
11/24/2020
(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 Common Stock 11/24/2020 M 4,350 A $ 7.68 53,125 D
$.01 PV Common Stock 11/24/2020 M 3,113 D $ 12.82 50,012 D
$.01 PV Class B Stock 11/24/2020 M 7,701 A $ 7.68 402,962 D
$.01 PV Common Stock 787 I JAMES SHORE KRAMER CUST FOR LEAH JANE KRAMER ( 1 )
$.01 PV Class B Stock 254 I JAMES SHORE KRAMER CUST FOR LEAH JANE KRAMER ( 1 )
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 $ 7.68 11/24/2020 M 4,350 12/02/2011 12/02/2020 $.01 PV Com Stk 4,350 $ 7.68 0 D
Option $ 7.68 11/24/2020 M 7,701 12/02/2011 12/02/2020 $.01 PV Cl B Stk 7,701 $ 7.68 0 D
Option $ 13.59 12/01/2012 12/01/2021 $.01 PV Com Stk 3,200 3,200 D
Option $ 13.59 12/01/2012 12/01/2021 $.01 PV Cl B Stk 4,859 4,859 D
Option $ 9.2 11/29/2013 11/29/2022 $.01 PV Com Stk 5,700 5,700 D
Option $ 9.2 11/29/2013 11/29/2022 $.01 PV Cl B Stk 6,783 6,784 D
Option $ 28.45 12/11/2014 12/11/2023 $.01 PV Com Stk 2,330 2,330 D
Option $ 28.45 12/11/2014 12/11/2023 $.01 PV Cl B Stk 1,922 1,923 D
Option $ 30.83 12/11/2015 12/11/2024 $.01 PV Com Stk 2,720 2,720 D
Option $ 30.83 12/11/2015 12/11/2024 $.01 PV Cl B Stk 1,417 1,417 D
Option $ 27.72 12/03/2016 12/03/2025 $.01 PV Com Stk 3,500 3,500 D
Option $ 27.72 12/03/2016 12/03/2025 $.01 PV Cl B Stk 1,129 1,129 D
Option $ 31.76 12/14/2017 12/14/2026 $.01 PV Com Stk 3,670 3,670 D
Option $ 31.76 12/14/2017 12/14/2026 $.01 PV Cl B Stk 551 551 D
Option $ 35.61 12/12/2018 12/12/2027 $.01 PV Com Stk 5,340 5,340 D
Option $ 35.61 12/12/2018 12/12/2027 $.01 PV Cl B Stk 801 801 D
Restricted Stock Unit ( 2 ) ( 3 ) ( 3 ) $.01 PV Com Stk 920 920 D
Restricted Stock Unit ( 4 ) ( 3 ) ( 3 ) $.01 PV Cl B Stk 138 138 D
Option $ 31.57 12/13/2019 12/13/2028 $.01 PV Com Stk 7,060 7,060 D
Restricted Stock Unit ( 2 ) ( 5 ) ( 5 ) $.01 PV Com Stk 929 929 D
Option $ 30.04 12/09/2020 12/09/2029 $.01 PV Com Stk 13,600 13,600 D
Restricted Stock Unit ( 2 ) ( 6 ) ( 6 ) $.01 PV Com Stk 6,100 6,100 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 11/27/2020
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents shares held by James Shore Kramer Cust for Leah Jane Kramer. The beneficiary is the reporting person's immediate family.
( 2 )Each restricted stock unit represents the right to receive, at settlement, one share of common stock.
( 3 )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.
( 4 )Each restricted stock unit represents the right to receive, at settlement, one share of Class B stock.
( 5 )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.
( 6 )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).

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.