David C Burney Form 4 ASTRONICS / DAVID C BURNEY ownership change

SEC Form 4

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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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^*

BURNEY DAVID C

(Last) (First) (Middle)

130 COMMERCE WAY

(Street)

EAST AURORA NY 14052

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ASTRONICS CORP [ ATRO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
VP-FINANCE, CFO

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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 CL B STK								191,833	D
$.01 PV Com Stk	03/01/2024		A(1)		172	A	$0	51,795.032	D
$.01 PV Com Stk	03/01/2024		F(2)		72	D	$0	51,723.032	D
$.01 PV Com Stk	03/01/2024		A(3)		9,864	A	$0	61,587.032	D
$.01 PV Com Stk	03/01/2024		F(2)		5,292	D	$0	56,295.032	D
$.01 PV Com Stk	03/04/2024		J(4)		63.389	A	$18.9	56,358.421	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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	$30.83							12/11/2015	12/11/2024	$.01 PV Com Stk	3,150		3,150	D
Option	$30.83							12/11/2015	12/11/2024	$.01 PV CL B STK	1,641		1,641	D
Option	$27.72							12/03/2016	12/03/2025	$.01 PV Com Stk	4,100		4,100	D
Option	$27.72							12/03/2016	12/03/2025	$.01 PV CL B STK	1,322		1,322	D
Option	$31.76							12/14/2017	12/14/2026	$.01 PV Com Stk	4,370		4,370	D
Option	$31.76							12/14/2017	12/14/2026	$.01 PV CL B STK	656		656	D
Option	$35.61							12/12/2018	12/12/2027	$.01 PV Com Stk	6,350		6,350	D
Option	$35.61							12/12/2018	12/12/2027	$.01 PV CL B STK	953		953	D
Option	$31.57							12/13/2019	12/13/2028	$.01 PV Com Stk	8,410		8,410	D
Option	$30.04							12/09/2020	12/09/2029	$.01 PV Com Stk	13,600		13,600	D
Option	$14.45							01/22/2022	01/22/2031	$.01 PV Com Stk	20,250		20,250	D
Option	$11.13							12/09/2022	12/09/2031	$.01 PV Com Stk	24,500		24,500	D
Option	$9.74							12/16/2023	12/16/2032	$.01 PV Com Stk	26,700		26,700	D
Option	$15.15							12/07/2024	12/07/2033	$.01 PV Com Stk	8,300		8,300	D
Restricted Stock Unit	(5)							(6)	(6)	$.01 PV Com Stk	220		220	D
Restricted Stock Unit	(5)							(7)	(7)	$.01 PV Com Stk	8,000		8,000	D
Restricted Stock Unit	(5)							(8)	(8)	$.01 PV Com Stk	9,600		9,600	D
Restricted Stock Unit	(5)							(9)	(9)	$.01 PV Com Stk	8,800		8,800	D
Restricted Stock Unit	(5)							(10)	(10)	$.01 PV Com Stk	23,800		23,800	D

Explanation of Responses:

1. Pursuant to Astronics Corp. decision to pay out amounts earned by the reporting person under the 2023 bonus plan in shares of the Issuers common stock, par value $0.01 per share, instead of cash, the reporting person was granted the above referenced stock bonus award as a bonus for Q4 2023.

2. Shares of common stock withheld by Astronics Corp. to satisfy applicable withholding tax upon the grant of the stock bonus award.

3. Pursuant to Astronics Corp. decision to pay out amounts earned by the reporting person under the 2023 bonus plan in shares of the Issuers common stock, par value $0.01 per share, instead of cash, the reporting person was granted the above referenced stock bonus award as an annual bonus for 2023.

4. 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.

5. Each restricted stock unit represents the right to receive, at settlement, one share of common stock.

6. These restricted stock units vest ratably on each anniversary of the grant date over three years.

7. 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.

8. 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.

9. 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.

10. 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.

Remarks:

	/S/Julie Davis, as power of attorney for David C. Burney	03/05/2024
	** 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.