Statement of Changes in Beneficial Ownership (4)
21 December 2022 - 8:20AM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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KRAMER JAMES S |
2. Issuer Name and Ticker or Trading Symbol
ASTRONICS CORP
[
ATRO
]
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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/YYYY)
6/3/2022 |
(Street)
EAST AURORA, NY 14052
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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$.01 PV Common Stock | 6/3/2022 | | J(1) | | 210.899 | A | $0.00 | 54883.24 | D | |
$.01 PV Common Stock | 8/31/2022 | | J(1) | | 245.37 | A | $0.00 | 55128.61 | D | |
$.01 PV Common Stock | 12/9/2022 | | J(1) | | 217.304 | A | $0.00 | 55345.91 | D | |
$.01 PV Common Stock | 12/13/2022 | | W | | 35555 | D | $0.00 | 19790.91 | D | |
$.01 PV Class B Stock | 12/12/2022 | | W | | 279758 | D | $0.00 | 123342 | D | |
$.01 PV Common Stock | 12/13/2022 | | W(2) | | 35555 | A | $0.00 | 35555 | I | Estate executor James Kramer |
$.01 PV Class B Stock | 12/12/2022 | | W(2) | | 279758 | A | $0.00 | 279758 | I | Estate executor James Kramer |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security (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 | 2330 | | 2330 | D | |
Option | $28.45 | | | | | | | 12/11/2014 | 12/11/2023 | $.01 PV Cl B Stk | 1922 | | 1923 | D | |
Option | $30.83 | | | | | | | 12/11/2015 | 12/11/2024 | $.01 PV Com Stk | 2720 | | 2720 | D | |
Option | $30.83 | | | | | | | 12/11/2015 | 12/11/2024 | $.01 PV Cl B Stk | 1417 | | 1417 | D | |
Option | $27.72 | | | | | | | 12/3/2016 | 12/3/2025 | $.01 PV Com Stk | 3500 | | 3500 | D | |
Option | $27.72 | | | | | | | 12/3/2016 | 12/3/2025 | $.01 PV Cl B Stk | 1129 | | 1129 | D | |
Option | $31.76 | | | | | | | 12/14/2017 | 12/14/2026 | $.01 PV Com Stk | 3670 | | 3670 | 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 | 5340 | | 5340 | 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 | 7060 | | 7060 | D | |
Option | $30.04 | | | | | | | 12/9/2020 | 12/9/2029 | $.01 PV Com Stk | 13600 | | 13600 | D | |
Restricted Stock Unit | (3) | | | | | | | (4) | (4) | $.01 PV Com Stk | 6100 | | 6100 | D | |
Option | $14.45 | | | | | | | 1/22/2022 | 1/22/2031 | $.01 PV Com Stk | 20250 | | 20250 | D | |
Restricted Stock Unit | (3) | | | | | | | (5) | (5) | $.01 PV Com Stk | 349 | | 349 | D | |
Restricted Stock Unit | (3) | | | | | | | (6) | (6) | $.01 PV Com Stk | 7375 | | 7375 | D | |
Option | $11.13 | | | | | | | 12/9/2022 | 12/9/2031 | $.01 PV COM STK | 24500 | | 24500 | D | |
Restricted Stock Unit | (3) | | | | | | | (7) | (7) | $.01 PV Com Stk | 8850 | | 8850 | D | |
Option | $9.74 | 12/16/2022 | | M | | 26700 | | 12/16/2023 | 12/16/2032 | $.01 PV Com Stk | 26700 | $9.74 | 26700 | D | |
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- December
31, 2022. The "target" number of restricted stock units is reported. Between 75% and 115% of the target number of units may vest on December
31, 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. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
KRAMER JAMES S 130 COMMERCE WAY EAST AURORA, NY 14052 |
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| Executive Vice President |
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Signatures
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/s/Julie Davis, as Power of Attorney for James S. Kramer | | 12/20/2022 |
**Signature of Reporting Person | Date |
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 control number. |
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