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). |
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) 06/05/2020 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
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 | ||||||
$0.01 PV Common Stock | 06/05/2020 | J | 178,904 | D | $0.00 | 2,222 | I | Note (1)(1) | ||
$0.01 PV Common Stock | 06/05/2020 | J | 44,726 | A | $0.00 | 44,726 | I | Note (2)(2) | ||
$0.01 PV Class B Stock | 06/05/2020 | J | 297,488 | D | $0.00 | 1,495,340 | I | Note (3) & (4)(3)(4) | ||
$0.01 PV Class B Stock | 06/05/2020 | J | 74,372 | A | $0.00 | 74,372 | I | Note (2)(2) | ||
$0.01 PV Common Stock | 44,200 | I | Note (5)(5) | |||||||
$0.01 PV Class B Stock | 206,886 | I | Note (5)(5) |
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 | $35.81 | 09/03/2014 | 06/10/2020 | $.01 PV Common Stock | 2,000 | 2,000 | I | Note (1)(1) | |||||||
Option | $35.81 | 09/03/2014 | 06/10/2020 | $.01 PV Class B Stock | 1,650 | 1,650 | I | Note (1)(1) | |||||||
Option | $45.88 | 09/10/2015 | 06/10/2020 | $.01 PV Common Stock | 3,000 | 3,000 | I | Note (1)(1) | |||||||
Option | $45.88 | 09/10/2015 | 06/10/2020 | $.01 PV Class B Stock | 1,563 | 1,563 | I | Note (1)(1) | |||||||
Otion | $22.93 | 08/26/2016 | 06/10/2020 | $.01 PV Common Stock | 4,000 | 4,000 | I | Note (1)(1) | |||||||
Option | $22.93 | 08/26/2016 | 06/10/2020 | $.01 PV Class B Stock | 1,290 | 1,290 | I | Note (1)(1) | |||||||
Option | $28.5 | 09/07/2017 | 06/10/2020 | $.01 PV Common Stock | 4,000 | 4,000 | I | Note (1)(1) | |||||||
Option | $28.5 | 09/07/2017 | 06/10/2020 | $.01 PV Class B Stock | 600 | 600 | I | Note (1)(1) | |||||||
Option | $34.04 | 03/02/2019 | 06/10/2021 | $.01 PV Common Stock | 4,000 | 4,000 | I | Note (1)(1) | |||||||
Option | $34.04 | 03/02/2019 | 06/10/2021 | $.01 PV Class B Stock | 600 | 600 | I | Note (1)(1) | |||||||
Restricted Stock Unit | (6) | (7) | (7) | $.01 PV Common Stock | 5,600 | 5,600 | D |
Explanation of Responses: |
1. The direct owner is the Estate of Kevin T. Keane, the father of this form's Reporting Person. The Reporting Person is one of multiple beneficiaries (and one of multiple trustees) to a trust to be established by that estate. The entire amount of the estate's interest is reported on this form, however the Reporting Person's proportionate interest is below 25%. 134,178 Shares of Common Stock have been transferred to entities of which certain of the Reporting Persons's siblings are the primary beneficiary trusts. 44,726 shares of Common Stock have been transferred to Boston & Saranac LLC, of which the Reporting Person and his spouse are the primary beneficiary trusts. |
2. The direct owner is Boston & Saranac LLC, of which the Reporting Person and his spouse are the primary beneficiary trusts. |
3. The direct owner is 5096 Saranac LLC, of which the Estate of Kevin T. Keane, the estate of the deceased father of this form's Reporting Person, was formerly the direct owner. The Reporting Person is one of multiple beneficiaries (and one of multiple trustees) to a trust to be established by that estate. The entire amount of the estate's interest is reported on this form, however the Reporting Person's proportionate interest is below 25%. |
4. 25% of the ownership of 5096 Saranac LLC has been transferred to Boston & Saranac LLC, of which the Reporting Person and his spouse are the primary beneficiary trusts, and the remaining 75% ownership of 5096 Saranac LLC has been transferred to entities of which certain other of the Reporting Person's siblings are the primary beneficiary trusts. 223,116 shares of Class B Stock have been transferred to entities of which certain of the Reporting Person's siblings are the primary beneficiary trusts. 74,372 shares of Class B Common Stock have been transferred to Boston & Saranac LLC, of which the Reporting Person and his spouse are the primary beneficiary trusts. |
5. Reporting Person is one of multiple potential beneficiaries to the direct owner of these shares, which is a trust (EAK & KRK Trustees U/A/D 10-15-97 FBO Elizabeth A. Keane). The entire amount of the trust's interest is reported on this form, however the Reporting Person's proportionate interest is below 25%. |
6. Each restricted stock unit represents the right to receive, at settlement, one share of common stock. |
7. These restricted stock units are scheduled to vest 100% on August 28, 2020. |
Remarks: |
/s/Julie Davis as Power of Attorney for Robert Sprague Keane | 06/09/2020 | |
** 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. |