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).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
PEABODY MARK
(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)
VP Astronics Advanced Electron
3. Date of Earliest Transaction (Month/Day/Year)
02/22/2024
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 30,690.936 D
$.01 PV CL B STK 190,494 D
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 $30.83 12/11/2015 12/11/2024 $.01 PV Com Stk 3,470 3,470 D
Option $30.83 12/11/2015 12/11/2024 $.01 PV CL B STK 1,807 1,807 D
Option $27.72 12/03/2016 12/03/2025 $.01 PV Com Stk 4,500 4,500 D
Option $27.72 12/03/2016 12/03/2025 $.01 PV CL B STK 1,451 1,451 D
Option $31.76 12/14/2017 12/14/2026 $.01 PV Com Stk 4,820 4,820 D
Option $31.76 12/14/2017 12/14/2026 $.01 PV CL B STK 723 723 D
Option $35.61 12/12/2018 12/12/2027 $.01 PV Com Stk 7,010 7,010 D
Option $35.61 12/12/2018 12/12/2027 $.01 PV CL B STK 1,052 1,052 D
Option $31.57 12/13/2019 12/13/2028 $.01 PV Com Stk 9,280 9,280 D
Option $30.04 12/09/2020 12/09/2029 $.01 PV Com Stk 13,600 13,600 D
Option $14.45 01/22/2022 01/22/2031 $.01 PV Com Stk 20,250 20,250 D
Option $11.13 12/09/2022 12/09/2031 $.01 PV Com Stk 24,500 24,500 D
Option $9.74 12/16/2023 12/16/2032 $.01 PV Com Stk 26,700 26,700 D
Option $15.15 12/07/2024 12/07/2033 $.01 PV Com Stk 8,300 8,300 D
Restricted Stock Unit (1) (2) (2) $.01 PV Com Stk 294 294 D
Restricted Stock Unit (1) (3) (3) $.01 PV Com Stk 9,825 9,825 D
Restricted Stock Unit (1) (4) (4) $.01 PV Com Stk 11,800 11,800 D
Restricted Stock Unit (1) (5) (5) $.01 PV Com Stk 10,850 10,850 D
Restricted Stock Unit (1) 02/22/2024 A 15,900 (6) (6) $.01 PV Com Stk 15,900 $0 15,900 D
Explanation of Responses:
1. Each restricted stock unit represents the right to receive, at settlement, one share of common stock.
2. These restricted stock units vest ratably on each anniversary of the grant date over three years.
3. Vesting of these restricted stock units depends on Astronics Corp.'s average annual adjusted EBITDA for the period January1, 2021- December 31, 2023. The "target" number of restricted stock units is reported. Between 75% and 115% of the target number of units may vest on December 31, 2023, with the vesting percentage determined based on actual performance.
4. Vesting of these restricted stock units depends on Astronics Corp.'s average annual adjusted EBITDA for the period January1, 2022- December 31, 2024. The "target" number of restricted stock units is reported. Between 75% and 115% of the target number of units may vest on February 24, 2025, with the vesting percentage determined based on actual performance.
5. Vesting of these restricted stock units depends on Astronics Corp.'s average annual adjusted EBITDA for the period January 1, 2023- December 31, 2025. The "target" number of restricted stock units is reported. Between 75% and 115% of the target number of units may vest on February 23, 2026, with the vesting percentage determined based on actual performance.
6. Vesting of these restricted stock units depends on Astronics Corp.'s average annual adjusted EBITDA for the period January 1, 2024- December 31, 2026. The "target" number of restricted stock units is reported. Between 50% and 150% of the target number of units may vest on February 22, 2027, with the vesting percentage determined based on actual performance.
Remarks:
/s/Julie Davis, as Power of Attorney for Mark Peabody 02/26/2024
** 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.
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