Sec Form 4 Filing - KRAMER JAMES S @ ASTRONICS CORP - 2022-06-03

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
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)
06/03/2022
(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 06/03/2022 J( 1 ) 210.899 A $ 0 54,883.24 D
$.01 PV Common Stock 08/31/2022 J( 1 ) 245.37 A $ 0 55,128.61 D
$.01 PV Common Stock 12/09/2022 J( 1 ) 217.304 A $ 0 55,345.91 D
$.01 PV Common Stock 12/13/2022 W 35,555 D $ 0 19,790.91 D
$.01 PV Class B Stock 12/12/2022 W 279,758 D $ 0 123,342 D
$.01 PV Common Stock 12/13/2022 W( 2 ) 35,555 A $ 0 35,555 I Estate executor James Kramer
$.01 PV Class B Stock 12/12/2022 W( 2 ) 279,758 A $ 0 279,758 I Estate executor James Kramer
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 $ 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
Option $ 31.57 12/13/2019 12/13/2028 $.01 PV Com Stk 7,060 7,060 D
Option $ 30.04 12/09/2020 12/09/2029 $.01 PV Com Stk 13,600 13,600 D
Restricted Stock Unit ( 3 ) ( 4 ) ( 4 ) $.01 PV Com Stk 6,100 6,100 D
Option $ 14.45 01/22/2022 01/22/2031 $.01 PV Com Stk 20,250 20,250 D
Restricted Stock Unit ( 3 ) ( 5 ) ( 5 ) $.01 PV Com Stk 349 349 D
Restricted Stock Unit ( 3 ) ( 6 ) ( 6 ) $.01 PV Com Stk 7,375 7,375 D
Option $ 11.13 12/09/2022 12/09/2031 $.01 PV COM STK 24,500 24,500 D
Restricted Stock Unit ( 3 ) ( 7 ) ( 7 ) $.01 PV Com Stk 8,850 8,850 D
Option $ 9.74 12/16/2022 M 26,700 12/16/2023 12/16/2032 $.01 PV Com Stk 26,700 $ 9.74 26,700 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 12/20/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Reflects issuer's contribution to the reporting person's account in the issuer stock fund included in the issuer's 401(k) plan. The shares are held in the 401(k) account.
( 2 )Reflects shares previously reported as beneficially owned directly by Mr. Kramer, but are now held through an estate for which Mr. Kramer serves as executor. Mr. Kramer is expected to receive ownership of these shares once the estate is settled.
( 3 )Each restricted stock unit represents the right to receive, at settlement, one share of common stock.
( 4 )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.
( 5 )These restricted stock units vest ratably on each anniversary of the grant date over three years.
( 6 )Vesting of these restricted stock units depends on Astronics Corp.'s average annual adjusted EBITDA for the period January1, 2021- December 31, 2023. The "target" number of restricted stock units is reported. Between 75% and 115% of the target number of units may vest on December 31, 2023, with the vesting percentage determined based on actual performance.
( 7 )Vesting of these restricted stock units depends on Astronics Corp.'s average annual adjusted EBITDA for the period January1, 2022- December 31, 2024. The "target" number of restricted stock units is reported. Between 75% and 115% of the target number of units may vest on February 24, 2025, 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).
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