Statement of Changes in Beneficial Ownership (4)
21 December 2022 - 8:37AM
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
Estimated average burden
hours per response...
0.5
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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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GUNDERMANN PETER J |
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)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
PRESIDENT/CEO |
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(Last)
(First)
(Middle)
130 COMMERCE WAY |
3. Date of Earliest Transaction
(MM/DD/YYYY)
6/3/2022 |
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(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) | | 414.952 | A | $0.00 | 45132.309 | D | |
| $.01 PV COMMON STOCK | 8/31/2022 | | J(1) | | 482.776 | A | $0.00 | 45615.085 | D | |
| $.01 PV COMMON STOCK | 12/9/2022 | | J(1) | | 245.3 | A | $0.00 | 45638.641 | D | |
| $.01 PV CLASS B STOCK | | | | | | | | 743493 | D | |
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 | 8300 | | 8300 | D | |
| OPTION | $28.45 | | | | | | | 12/11/2014 | 12/11/2023 | $.01 PV CL B STK | 6848 | | 6848 | D | |
| OPTION | $30.83 | | | | | | | 12/11/2015 | 12/11/2024 | $.01 PV COM STK | 10100 | | 10100 | D | |
| OPTION | $30.83 | | | | | | | 12/11/2015 | 12/11/2024 | $.01 PV CL B STK | 5261 | | 5261 | D | |
| OPTION | $27.72 | | | | | | | 12/3/2016 | 12/3/2025 | $.01 PV COM STK | 13700 | | 13700 | D | |
| Option | $27.72 | | | | | | | 12/3/2016 | 12/3/2025 | $.01 PV CL B STK | 4418 | | 4418 | D | |
| Option | $31.76 | | | | | | | 12/14/2017 | 12/14/2026 | $.01 PV COM STK | 14460 | | 14460 | D | |
| Option | $31.76 | | | | | | | 12/14/2017 | 12/14/2026 | $.01 PV CL B STK | 2169 | | 2169 | D | |
| Option | $35.61 | | | | | | | 12/12/2018 | 12/12/2027 | $.01 PV COM STK | 26300 | | 26300 | D | |
| Option | $35.61 | | | | | | | 12/12/2018 | 12/12/2027 | $.01 PV CL B STK | 3945 | | 3945 | D | |
| Option | $31.57 | | | | | | | 12/13/2019 | 12/13/2028 | $.01 PV COM STK | 34790 | | 34790 | D | |
| Option | $30.04 | | | | | | | 12/9/2020 | 12/9/2029 | $.01 PV COM STK | 61200 | | 61200 | D | |
| Restricted Stock Unit | (2) | | | | | | | (3) | (3) | $.01 PV COM STK | 10175 | | 10175 | D | |
| Option | $14.45 | | | | | | | 1/22/2022 | 1/22/2031 | $.01 PV COM STK | 98900 | | 98900 | D | |
| Restricted Stock Unit | (2) | | | | | | | (4) | (4) | $.01 PV COM STK | 1052 | | 701 | D | |
| Restricted Stock Unit | (2) | | | | | | | (5) | (5) | $.01 PV COM STK | 12275 | | 12275 | D | |
| Option | $11.13 | | | | | | | 12/9/2022 | 12/9/2031 | $.01 PV COM STK | 115800 | | 115800 | D | |
| Restricted Stock Unit | (2) | | | | | | | (6) | (6) | $.01 PV COM STK | 14750 | | 14750 | D | |
| Option | $9.74 | 12/16/2022 | | M | | 125000 | | 12/16/2023 | 12/16/2032 | $.01 PV COM STK | 125000 | $9.74 | 125000 | 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) | 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 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. |
| (4) | These restricted stock units vest ratably on each anniversary of the grant date over three years. |
| (5) | Vesting of these restricted stock units depends on Astronics Corp.'s average annual adjusted EBITDA for the period January 1, 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. |
| (6) | Vesting of these restricted stock units depends on Astronics Corp.'s average annual adjusted EBITDA for the period January 1, 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 |
GUNDERMANN PETER J
130 COMMERCE WAY
EAST AURORA, NY 14052 | X |
| PRESIDENT/CEO |
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Signatures
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| /S/JULIE DAVIS, AS POWER OF ATTORNEY FOR PETER J. GUNDERMANN | | 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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