Robert S Keane Form 4 ASTRONICS / Robert S Keane 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

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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^*

Keane Robert S

(Last) (First) (Middle)

78 BEACON STREET

(Street)

BOSTON MA 02108

(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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/21/2020

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
$0.01 PV Common Stock	08/21/2020		C		85,695	A	$0.00(1)	85,695	I	Note(2)
$0.01 PV Common Stock	08/21/2020		J		85,695	D	$0.00(3)	0	I	Note(2)(3)
$0.01 PV Class B Stock	08/21/2020		C		85,695	D	$0.00(1)	1,409,614	I	Note(2)
$0.01 PV Class B Stock	08/21/2020		J		1,409,614	D	$0.00(3)	0	I	Note(2)(3)
$0.01 PV Class B Stock	08/21/2020		J		373,827	A	$0.00(3)	448,199	I	Note(3)(4)
$0.01 PV Common Stock								44,726	I	Note(4)
$0.01 PV Common Stock								44,200	I	Note(5)
$0.01 PV Class B Stock								206,886	I	Note(5)

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	$34.04							03/02/2019	06/10/2021	$.01 PV Common Stock	4,000		4,000	I	Note(6)
Option	$34.04							03/02/2019	06/10/2021	$.01 PV Class B Stock	600		600	I	Note(6)
Restricted Stock Unit	(7)							(8)	(8)	$.01 PV Common Stock	5,600		5,600	D

Explanation of Responses:

1. Each share of Class B Stock is convertible at any time, at the option of the holder, into one fully paid and non-assessable share of Common Stock.

2. The direct owner is 5096 Saranac LLC, a Delaware limited liability company which was established by a trust of the Reporting Persons father, Kevin T. Keane. As a result of estate planning transactions, the direct owner is now owned 25% by Boston & Saranac LLC, a Delaware limited liability company("Boston & Saranac"), and 75% by limited liability companies owned by trusts for the benefit of the siblings or descendants of siblings of the Reporting Person ("Sibling Trusts"). Boston & Saranac is 100% owned by a trust whose beneficiaries are the Reporting Person and his spouse.

3. As a result of estate planning transactions, 5096 Saranac LLC made an in-kind distribution of the 85,695 shares of Common Stock and 1,409,614 shares of Class B Common Stock held by it to its members, including 373,827 shares of Class B Common Stock to Boston & Saranac. The other shares were distributed in-kind to the Sibling Trusts.

4. The direct owner is Boston & Saranac LLC.

5. Reporting Person is one of multiple potential beneficiaries to the direct owner of these shares, which is a trust (EAK & KRK Trust 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. The direct owner is the Estate of Kevin T. Keane. The Reporting Person is one of multiple beneficiaries 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%.

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

8. 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	08/25/2020
	** 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).
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