Sec Form 4 Filing - Kuehn Michael C @ ASTRONICS CORP - 2023-03-10

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) 03/10/2023 (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 03/10/2023 M 6,488 A $ 0 10,373.545 D $.01 PV Com Stk 03/10/2023 F( 1 ) 2,245 D $ 14.47 8,128.545 D $.01 PV Com Stk 03/10/2023 M 227 A $ 0 8,355.545 D $.01 PV Com Stk 03/10/2023 F( 1 ) 43 D $ 14.47 8,312.545 D $.01 PV Com Stk 03/13/2023 J( 2 ) 62.776 A $ 12.81 8,375.321 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 Option $ 30.04 12/09/2020 12/09/2029 $.01PV Com Stk 18,150 18,150 D Restricted Stock Unit ( 3 ) 03/10/2023 M 6,488 ( 4 ) ( 4 ) $.01PV Com Stk 8,650 $ 0 0 D Option $ 14.45 01/22/2022 01/22/2031 $.01PV Com Stk 27,000 27,000 D Restricted Stock Unit ( 3 ) 03/10/2023 M 227 ( 5 ) ( 5 ) $.01PV Com Stk 453 $ 0 226 D Restricted Stock Unit ( 3 ) ( 6 ) ( 6 ) $.01 PV Com Stk 10,450 10,450 D Option $ 11.13 12/09/2022 12/09/2031 $.01 PV COM STK 32,700 32,700 D Restricted Stock Unit ( 3 ) ( 7 ) ( 7 ) $.01 PV Com Stk 12,550 12,550 D Option $ 9.74 12/16/2023 12/16/2032 $.01 PV COM STK 35,600 35,600 D Restricted Stock Unit ( 3 ) ( 8 ) ( 8 ) $.01 PV COM STK 11,500 11,500 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 03/14/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares withheld by Astronics Corporation to satisfy applicable withholding tax upon vesting of restricted stock units. ( 2 )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. ( 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 January 1, 2020- December31, 2022. The "target" number of restricted stock units is reported in Table II. Based on actual performance 75% of the target number of units vested on December31, 2022. ( 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. ( 8 )Vesting of these restricted stock units depends on Astronics Corp.'s average annual adjusted EBITDA for the period January 1, 2023- December31, 2025. The "target" number of restricted stock units is reported. Between 75% and 115% of the target number of units may vest on February 23, 2026, 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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