| Item 1. | |
| (a) | Name of issuer:
ASTRONICS CORP |
| (b) | Address of issuer's principal executive
offices:
130 Commerce Way, East Aurora, New York 14052 |
| Item 2. | |
| (a) | Name of person filing:
Redwood Capital Management, LLC
Redwood Capital Management Holdings, LP
Double Twins K, LLC
Ruben Kliksberg |
| (b) | Address or principal business office or, if
none, residence:
Redwood Capital Management, LLC
250 West 55th St., 26th Floor, New York, NY 10019
Redwood Capital Management Holdings, LP
250 West 55th St., 26th Floor, New York, NY 10019
Double Twins K, LLC
250 West 55th St., 26th Floor, New York, NY 10019
Ruben Kliksberg
250 West 55th St., 26th Floor, New York, NY 10019 |
| (c) | Citizenship:
Redwood Capital Management, LLC - Delaware
Redwood Capital Management Holdings, LP - Delaware
Double Twins K, LLC - Delaware
Ruben Kliksberg - United States |
| (d) | Title of class of securities:
Common Stock ($.01 par value) |
| (e) | CUSIP No.:
046433108 |
| Item 3. | If this statement is filed pursuant to §§
240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
| (e) |  An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please
specify the type of institution: |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). |
| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
Redwood Capital Management, LLC - 2,122,931
Redwood Capital Management Holdings, LP - 2,122,931
Double Twins K, LLC - 2,122,931
Ruben Kliksberg - 2,122,931
The Reporting Persons may be deemed to beneficially own (i) 659,604 shares of Common Stock ($.01 par value) of Astronics Corporation and (ii) 1,463,327 shares of Common Stock ($.01 par value) of Astronics Corporation, issuable upon conversion of 33,500,000 convertible securities issued by Astronics Corporation. |
| (b) | Percent of class:
Redwood Capital Management, LLC - 6.8%
Redwood Capital Management Holdings, LP - 6.8%
Double Twins K, LLC - 6.8%
Ruben Kliksberg - 6.8% % |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
Redwood Capital Management, LLC - 0
Redwood Capital Management Holdings, LP - 0
Double Twins K, LLC - 0
Ruben Kliksberg - 0
|
| | (ii) Shared power to vote or to direct the
vote:
Redwood Capital Management, LLC - 2,122,931
Redwood Capital Management Holdings, LP - 2,122,931
Double Twins K, LLC - 2,122,931
Ruben Kliksberg - 2,122,931
|
| | (iii) Sole power to dispose or to direct the
disposition of:
Redwood Capital Management, LLC - 0
Redwood Capital Management Holdings, LP - 0
Double Twins K, LLC - 0
Ruben Kliksberg - 0
|
| | (iv) Shared power to dispose or to direct the
disposition of:
Redwood Capital Management, LLC - 2,122,931
Redwood Capital Management Holdings, LP - 2,122,931
Double Twins K, LLC - 2,122,931
Ruben Kliksberg - 2,122,931
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| | |
| Item 6. | Ownership of more than 5 Percent on Behalf of
Another Person. |
| |
If any other person is known to have the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to
that effect should be included in response to this item and, if such interest relates to more
than 5 percent of the class, such person should be identified. A listing of the shareholders of
an investment company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.
All of the securities reported in this Schedule 13G are directly owned by advisory clients of Redwood Capital Management, LLC. None of those advisory clients may be deemed to beneficially own more than 5% of the Common Stock ($.01 par value). |
| Item 7. | Identification and Classification of the
Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or
Control Person. |
| |
If a parent holding company has filed this schedule, pursuant to Rule
13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the
Item 3 classification of the relevant subsidiary. If a parent holding company has filed this
schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the
identification of the relevant subsidiary.
Please see Exhibit B attached hereto. |
| Item 8. | Identification and Classification of Members of
the Group. |
| |
Not Applicable
|
| Item 9. | Notice of Dissolution of Group. |
| |
Not Applicable
|
