Astronics (ATRO) Form 4 ASTRONICS / KEVIN T 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 KEVIN T

(Last) (First) (Middle)

1801 ELMWOOD AVE

(Street)

BUFFALO NY 14207

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

3. Date of Earliest Transaction (Month/Day/Year)
05/20/2019

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 Com Stk								206,529	D
$.01 PV Cl B Stk								300,102	D
$.01 PV Com Stk	05/20/2019		M		22,943	A	$0.00	81,063	I	By Spouse(1)
$.01 PV Cl B Stk	05/20/2019		M		22,943	D	$0.00	206,886	I	By Spouse(1)
$.01 PV Cl B Stk								1,495,309	I	5096 Saranac LLC(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	$35.81							09/03/2014	03/03/2024	$.01 PV Com Stk	2,000		2,000	D
Option	$35.81							09/03/2014	03/03/2024	$.01 PV Cl B Stk	1,650		1,650	D
Option	$45.88							09/10/2015	03/10/2025	$.01 PV Com Stk	3,000		3,000	D
Option	$45.88							09/10/2015	03/10/2025	$.01 PV Cl B Stk	1,563		1,563	D
Option	$22.93							08/26/2016	02/26/2026	$.01 PV Com Stk	4,000		4,000	D
Option	$22.93							08/26/2016	02/26/2026	$.01 PV Cl B Stk	1,290		1,290	D
Option	$28.5							09/07/2017	03/07/2027	$.01 PV Com Stk	4,000		4,000	D
Option	$28.5							09/07/2017	03/07/2027	$.01 PV Cl B Stk	600		600	D
Option	$34.04							03/02/2019	03/02/2028	$.01 PV Com Stk	4,000		4,000	D
Option	$34.04							03/02/2019	03/02/2028	$.01 PV Cl B Stk	600		600	D
Restricted Stock Unit	(3)							(4)	(4)	$.01 PV Com Stk	2,222		2,222	D

Explanation of Responses:

1. Mr. Keane disclaims any beneficial ownership in shares held by his wife.

2. Represents shares held by 5096 Saranac LLC.

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

4. These restricted stock units are scheduled to vest 100% on August 26, 2019.

Remarks:

	/s/Julie Davis, as Power of Attorney for Kevin T. Keane	05/21/2019
	** 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).
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