James S Kramer Form 4 ASTRONICS / JAMES S KRAMER 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^*

KRAMER JAMES S

(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)
Executive Vice President

3. Date of Earliest Transaction (Month/Day/Year)
02/22/2019

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 Common Stock	02/22/2019		M		11,750	A	$2.84	51,382	D
$.01 PV Common Stock	02/22/2019		F		2,607	D	$35.47	48,775	D
$.01 PV Class B Stock	02/22/2019		M		20,803	A	$2.84	395,261	D
$.01 PV Common Stock	02/22/2019		J(1)		220	D	$0.00	0	I	Custodian
$.01 PV Class B Stock	02/22/2019		J(1)		822	D	$0.00	0	I	Custodian
$.01 PV Common Stock								787	I	JAMES SHORE KRAMER CUST FOR LEAH JANE KRAMER(2)
$.01 PV Class B Stock								254	I	JAMES SHORE KRAMER CUST FOR LEAH JANE KRAMER(2)

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	$2.84	02/22/2019		M			11,750	12/03/2010	12/03/2019	$.01 PV Com Stk	11,750	$2.84	0	D
Option	$2.84	02/22/2019		M			20,803	12/03/2010	12/03/2019	$.01 PV Cl B Stk	20,803	$2.84	0	D
Option	$7.68							12/02/2011	12/02/2020	$.01 PV Com Stk	4,350		4,350	D
Option	$7.68							12/02/2011	12/02/2020	$.01 PV Cl B Stk	7,701		7,701	D
Option	$13.59							12/01/2012	12/01/2021	$.01 PV Com Stk	3,200		3,200	D
Option	$13.59							12/01/2012	12/01/2021	$.01 PV Cl B Stk	4,859		4,859	D
Option	$9.2							11/29/2013	11/29/2022	$.01 PV Com Stk	5,700		5,700	D
Option	$9.2							11/29/2013	11/29/2022	$.01 PV Cl B Stk	6,783		6,784	D
Option	$28.45							12/11/2014	12/11/2023	$.01 PV Com Stk	2,330		2,330	D
Option	$28.45							12/11/2014	12/11/2023	$.01 PV Cl B Stk	1,922		1,923	D
Option	$30.83							12/11/2015	12/11/2024	$.01 PV Com Stk	2,720		2,720	D
Option	$30.83							12/11/2015	12/11/2024	$.01 PV Cl B Stk	1,417		1,417	D
Option	$27.72							12/03/2016	12/03/2025	$.01 PV Com Stk	3,500		3,500	D
Option	$27.72							12/03/2016	12/03/2025	$.01 PV Cl B Stk	1,129		1,129	D
Option	$31.76							12/14/2017	12/14/2026	$.01 PV Com Stk	3,670		3,670	D
Option	$31.76							12/14/2017	12/14/2026	$.01 PV Cl B Stk	551		551	D
Option	$35.61							12/12/2018	12/12/2027	$.01 PV Com Stk	5,340		5,340	D
Option	$35.61							12/12/2018	12/12/2027	$.01 PV Cl B Stk	801		801	D
Restricted Stock Unit	(3)							(4)	(4)	$.01 PV Com Stk	920		920	D
Restricted Stock Unit	(5)							(4)	(4)	$.01 PV Cl B Stk	138		138	D
Option	$31.57							12/13/2019	12/13/2028	$.01 PV Com Stk	7,060		7,060	D

Explanation of Responses:

1. These shares were previously held as custodian. Shares were previously held for the benefit of a minor child. As the child has reached the age of majority, the shares are no longer indirectly held by Mr. Kramer.

2. Represents shares held by James Shore Kramer Cust for Leah Jane Kramer. The beneficiary is the reporting person's immediate family.

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

4. Vesting of these restricted stock units depends on Astronics Corp.'s average annual adjusted EBITDA for the period of January 1, 2018- December 31, 2020. The "target" number of restricted stock units is reported. Between 75% and 115% of the target number of units may vest on December 31, 2020, with the vesting percentage determined based on actual performance.

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

Remarks:

	/s/Julie Davis, as Power of Attorney for James S. Kramer	02/25/2019
	** 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.