| | | | | | | | | | | | | | | | | | | | | |
Ownership Document |
Schema Version: X0508 |
Document Type: 4 |
Period of Report: 3/14/24 |
Not Subject to Section 16: 0 |
Issuer: |
| Issuer CIK: 8063 |
| Issuer Name: ASTRONICS CORP |
| Issuer Trading Symbol: ATRO |
Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1763630 |
| | Owner Name: Kuehn Michael C |
| Reporting Owner Address: |
| | Owner Street 1: 130 COMMERCE WAY |
| | Owner Street 2: |
| | Owner City: EAST AURORA |
| | Owner State: NY |
| | Owner ZIP Code: 14052 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? Yes |
| | Is Ten Percent Owner? No |
| | Is Other? No |
| | Officer Title: Executive Vice President |
Aff 10b5 One: 0 |
Non-Derivative Table: |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: $.01 PV Com Stk |
| | Transaction Date: |
| | | Value: 3/14/24 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: S |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 7,074 |
| | | Transaction Price Per Share: |
| Value: 17.72 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 12,875.128 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
Derivative Table: |
| Derivative Holding: |
| | Security Title: |
| | | Value: Option |
| | Conversion or Exercise Price: |
| | | Value: 35.61 |
| | Exercise Date: |
| | | Value: 12/12/18 |
| | Expiration Date: |
| | | Value: 12/12/27 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: $.01 PV Com Stk |
| | | Underlying Security Shares: |
| Value: 8,050 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 8,050 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Derivative Holding: |
| | Security Title: |
| | | Value: Option |
| | Conversion or Exercise Price: |
| | | Value: 35.61 |
| | Exercise Date: |
| | | Value: 12/12/18 |
| | Expiration Date: |
| | | Value: 12/12/27 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: $.01 PV CL B STK |
| | | Underlying Security Shares: |
| Value: 1,208 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 1,208 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Derivative Holding: |
| | Security Title: |
| | | Value: Option |
| | Conversion or Exercise Price: |
| | | Value: 31.57 |
| | Exercise Date: |
| | | Value: 12/13/19 |
| | Expiration Date: |
| | | Value: 12/13/28 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: $.01 PV Com Stk |
| | | Underlying Security Shares: |
| Value: 12,360 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 12,360 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Derivative Holding: |
| | Security Title: |
| | | Value: Option |
| | Conversion or Exercise Price: |
| | | Value: 30.04 |
| | Exercise Date: |
| | | Value: 12/9/20 |
| | Expiration Date: |
| | | Value: 12/9/29 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: $.01 PV Com Stk |
| | | Underlying Security Shares: |
| Value: 18,150 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 18,150 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Derivative Holding: |
| | Security Title: |
| | | Value: Option |
| | Conversion or Exercise Price: |
| | | Value: 14.45 |
| | Exercise Date: |
| | | Value: 1/22/22 |
| | Expiration Date: |
| | | Value: 1/22/31 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: $.01 PV Com Stk |
| | | Underlying Security Shares: |
| Value: 27,000 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 27,000 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Derivative Holding: |
| | Security Title: |
| | | Value: Option |
| | Conversion or Exercise Price: |
| | | Value: 11.13 |
| | Exercise Date: |
| | | Value: 12/9/22 |
| | Expiration Date: |
| | | Value: 12/9/31 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: $.01 PV Com Stk |
| | | Underlying Security Shares: |
| Value: 32,700 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 32,700 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Derivative Holding: |
| | Security Title: |
| | | Value: Option |
| | Conversion or Exercise Price: |
| | | Value: 9.74 |
| | Exercise Date: |
| | | Value: 12/16/23 |
| | Expiration Date: |
| | | Value: 12/16/32 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: $.01 PV Com Stk |
| | | Underlying Security Shares: |
| Value: 35,600 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 35,600 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Derivative Holding: |
| | Security Title: |
| | | Value: Option |
| | Conversion or Exercise Price: |
| | | Value: 15.15 |
| | Exercise Date: |
| | | Value: 12/7/24 |
| | Expiration Date: |
| | | Value: 12/7/33 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: $.01 PV Com Stk |
| | | Underlying Security Shares: |
| Value: 8,300 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 8,300 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Derivative Holding: |
| | Security Title: |
| | | Value: Restricted Stock Unit |
| | Conversion or Exercise Price: |
| | | Footnote ID: F1 |
| | Exercise Date: |
| | | Footnote ID: F2 |
| | Expiration Date: |
| | | Footnote ID: F2 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: $.01 PV Com Stk |
| | | Underlying Security Shares: |
| Value: 12,550 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 12,550 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Derivative Holding: |
| | Security Title: |
| | | Value: Restricted Stock Unit |
| | Conversion or Exercise Price: |
| | | Footnote ID: F1 |
| | Exercise Date: |
| | | Footnote ID: F3 |
| | Expiration Date: |
| | | Footnote ID: F3 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: $.01 PV Com Stk |
| | | Underlying Security Shares: |
| Value: 11,500 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 11,500 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Derivative Holding: |
| | Security Title: |
| | | Value: Restricted Stock Unit |
| | Conversion or Exercise Price: |
| | | Footnote ID: F1 |
| | Exercise Date: |
| | | Footnote ID: F4 |
| | Expiration Date: |
| | | Footnote ID: F4 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: $.01 PV Com Stk |
| | | Underlying Security Shares: |
| Value: 18,550 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 18,550 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
Footnotes: |
| Footnote - F1: Each restricted stock unit represents the right to receive, at settlement, one share of common stock. |
| Footnote - F2: 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. |
| Footnote - F3: Vesting of these restricted stock units depends on Astronics Corp.'s average annual adjusted EBITDA for the period January 1, 2023- December 31, 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. |
| Footnote - F4: Vesting of these restricted stock units depends on Astronics Corp.'s average annual adjusted EBITDA for the period January 1, 2024- December 31, 2026. The "target" number of restricted stock units is reported. Between 50% and 150% of the target number of units may vest on February 23, 2027, with the vesting percentage determined based on actual performance. |
Remarks: |
Owner Signature: |
| Signature Name: /s/Julie Davis, as Power of Attorney for Michael Kuehn |
| Signature Date: 3/15/24 |