| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 1
)*
|
Astronics Corporation (Name of Issuer) |
Class B Common Stock, $0.01 par value (Title of Class of Securities) |
046433207 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule
13d-1(b) |
 Rule
13d-1(c) |
| Rule
13d-1(d) |
SCHEDULE 13G |
| CUSIP No. | 046433207 |
| 1 | Names of Reporting Persons Patricia Dowden | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 2,281.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 0.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
SCHEDULE 13G |
| Item 1. | |
| (a) | Name of issuer: Astronics Corporation |
| (b) | Address of issuer's principal executive
offices: 130 Commerce Way, East Aurora, NY 14052-2191 |
| Item 2. | |
| (a) | Name of person filing: This statement is filed by Patricia Dowden (the "Reporting Person"), with respect to the shares of Class B Common Stock, $0.01 par value per share (the "Class B Common Stock"), of Astronics Corporation, a New York corporation (the "Company") held in trust for her benefit.
The filing of this statement should not be construed as an admission that the Reporting Person is, for the purposes of Section 13 of the Act, the beneficial owner of the shares of Class B Common Stock reported herein. |
| (b) | Address or principal business office or, if
none, residence: The address of the residence of the Reporting Person is 4 Goddu Ave, Winchester, MA 01890. |
| (c) | Citizenship: The Reporting Person is a citizen of the United States. |
| (d) | Title of class of securities: Class B Common Stock, $0.01 par value |
| (e) | CUSIP No.: 046433207 |
| Item 4. | Ownership |
| (a) | Amount beneficially owned: The information required by Item 4(a) is set forth in Row 9 of the cover page for the Reporting Person and is incorporated herein by reference.
The percentage set forth in this Schedule 13G/A is calculated based upon 5,129,079 shares of Class B Common Stock outstanding, which is the difference obtained by subtracting (i) 448,200 shares of Class B Common Stock, which the Reporting Person converted on December 9, 2024 into shares of the Company's Class A Common Stock, par value $0.01 per share, from (ii) the 5,577,279 shares of Class B Common Stock outstanding as of November 1, 2024, as reported in the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 28, 2024, filed with the Securities and Exchange Commission on November 7, 2024. |
| (b) | Percent of class: 0.0 % |
| (c) | Number of shares as to which the person has: |
| (i) Sole power to vote or to direct the vote: The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for the Reporting Person and is incorporated herein by reference. | |
| (ii) Shared power to vote or to direct the
vote: The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for the Reporting Person and is incorporated herein by reference. | |
| (iii) Sole power to dispose or to direct the
disposition of: The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for the Reporting Person and is incorporated herein by reference. | |
| (iv) Shared power to dispose or to direct the
disposition of: The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for the Reporting Person and is incorporated herein by reference. | |
| Item 5. | Ownership of 5 Percent or Less of a Class. |
|
Ownership of 5 percent or less of a class | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
Not Applicable
| |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Not Applicable
| |
| Item 8. | Identification and Classification of Members of the Group. |
Not Applicable
| |
| Item 9. | Notice of Dissolution of Group. |
Not Applicable
|
| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in this statement is
true, complete and correct. |
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