Astronics (ATRO) Form 4 ASTRONICS / James Mulato 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^*

Mulato James

(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
	Officer (give title below)	X	Other (specify below)
Pres Astronics Test Systems

3. Date of Earliest Transaction (Month/Day/Year)
10/12/2018

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								2,411	D
$.01 PV Class B Stock	10/12/2018		J(1)		428	A	$0.00	869	D
$.01 PV Common Stock								100	I	Spouse(2)
$.01 PV Class B Stock	10/12/2018		J(1)		17	A	$0.00	32	I	Spouse(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	$34.75							03/31/2015	03/31/2024	$.01 PV Com Stk	2,400		2,400	D
Option	$34.75	10/12/2018		J(1)		571		03/31/2015	03/31/2024	$.01 PV Cl B Stk	1,980	$0.00	1,980	D
Option	$30.83							12/11/2015	12/11/2024	$.01 PV Com Stk	3,300		3,300	D
Option	$30.83	10/12/2018		J(1)		655		12/11/2015	12/11/2024	$.01 PV Cl B Stk	1,719	$0.00	1,719	D
Option	$27.72							12/03/2016	12/03/2025	$.01 PV Com Stk	4,300		4,300	D
Option	$27.72	10/12/2018		J(1)		742		12/03/2016	12/03/2025	$.01 PV Cl B Stk	1,387	$0.00	1,387	D
Option	$31.76							12/14/2017	12/14/2026	$.01 PV Com Stk	6,560		6,560	D
Option	$31.76	10/12/2018		J(1)		984		12/14/2017	12/14/2026	$.01 PV Cl B Stk	984	$0.00	984	D
Option	$35.61							12/12/2018	12/12/2027	$.01 PV Com Stk	7,950		7,950	D
Option	$35.61	10/12/2018		J(1)		1,193		12/12/2018	12/12/2027	$.01 PV Cl B Stk	1,193	$0.00	1,193	D
Restricted Stock Unit	(3)							(4)	(4)	$.01 PV Com Stk	2,175		2,175	D
Restricted Stock Unit	(5)	10/12/2018		J(1)		326		(4)	(4)	$.01 PV Cl B Stk	326	$0.00	326	D

Explanation of Responses:

1. Shares issued pursuant to a three-for-twenty distribution of Class B stock to holders of both Common and Class B stock on the record date of October 12, 2018.

2. Represents shares owned by his wife.

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 Mulato	10/16/2018
	** 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.