Amendment: Principal Accounting Officer Hedges Nancy L exercised 5,500 units of $.01 PV Com Stk at a strike of $24.91 and covered exercise/tax liability with 2,770 units of $.01 PV Com Stk, increasing direct ownership by 11% to 26,669 units (SEC Form 4)
$ATRO
Military/Government/Technical
Industrials
| FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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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). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
ASTRONICS CORP [ ATRO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/18/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) 03/20/2025 |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | 03/18/2025 | M | 5,500 | A | $24.91 | 29,438.975 | D | |||
| $.01 PV Com Stk | 03/18/2025 | F(1) | 2,770 | D(2) | $24.91 | 26,668.975(3) | D | |||
| $.01 PV CL B STK | 607 | D | ||||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 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: 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 | $27.72 | 12/03/2016 | 12/03/2025 | $.01 PV Com Stk | 1,400 | 1,400 | D | ||||||||
| Option | $27.72 | 12/03/2016 | 12/03/2025 | $.01 PV CL B STK | 452 | 452 | D | ||||||||
| Restricted Stock Unit | (4) | (5) | (5) | $.01 PV Com Stk | 5,024 | 5,024 | D | ||||||||
| Option | $31.76 | 12/14/2017 | 12/14/2026 | $.01 PV Com Stk | 1,520 | 1,520 | D | ||||||||
| Option | $31.76 | 12/14/2017 | 12/14/2026 | $.01 PV CL B STK | 228 | 228 | D | ||||||||
| Restricted Stock Unit | (4) | (6) | (6) | $.01 PV Com Stk | 5,050 | 5,050 | D | ||||||||
| Restricted Stock Unit | (4) | (7) | (7) | $.01 PV Com Stk | 17,700 | 17,700 | D | ||||||||
| Restricted Stock Unit | (4) | 03/18/2025 | M | 5,500 | (8) | (8) | $.01 PV Com Stk | 5,500 | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. Shares withheld by Astronics Corp. to satisfy applicable withholding tax upon vesting of restricted stock units. |
| 2. The original Form 4, filed on March 20, 2025, is being amended by this Form 4 amendment to correct an administrative error, which misreported the transaction as Acquired (A) instead of Disposed (D). The amendment shows the transaction as a Disposition (D). |
| 3. The original Form 4, filed on March 20, 2025, is being amended by this Form 4 amendment to correct an administrative error, which misreported the total amount of securities owned following the reported transaction. The amendment shows the correct securities owned after the transaction. |
| 4. Each restricted stock unit represents the right to receive, at settlement, one share of common stock. |
| 5. 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 22, 2027, with the vesting percentage determined based on actual performance. |
| 6. These restricted stock units are scheduled to vest 100% on February 23, 2026. |
| 7. Vesting of these restricted stock units depends on Astronics Corp.'s average annual adjusted EBITDA for the period January 1, 2025- December 31, 2027. The "target" number of restricted stock units is reported. Between 50% and 150% of the target number of units may vest on February 27, 2028, with the vesting percentage determined based on actual performance. |
| 8. These restricted stock units vested 100% on February 24, 2025. |
| Remarks: |
| /S/JULIE DAVIS, as Power of Attorney for Nancy L. Hedges | 04/03/2025 | |
| ** 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 Number. | ||