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 Robert S

(Last) (First) (Middle)
78 BEACON STREET

(Street)
BOSTON MA 02108

(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)
06/05/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
06/05/2020
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
$0.01 PV Common Stock 06/05/2020 J 178,904 D $0.00 2,222 I Note (1)(1)
$0.01 PV Common Stock 06/05/2020 J 44,726 A $0.00 44,726 I Note (2)(2)
$0.01 PV Class B Stock 06/05/2020 J 297,488 D $0.00 0 I Note (3)(3)
$0.01 PV Class B Stock 06/05/2020 J 74,372 A $0.00 74,372 I Note (2)(2)
$0.01 PV Class B Stock 1,495,340 I Note (4)(4)
$0.01 PV Common Stock 44,200 I Note (5)(5)
$0.01 PV Class B Stock 206,886 I Note (5)(5)
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 06/10/2020 $.01 PV Common Stock 2,000 2,000 I Note (1)(1)
Option $35.81 09/03/2014 06/10/2020 $.01 PV Class B Stock 1,650 1,650 I Note (1)(1)
Option $45.88 09/10/2015 06/10/2020 $.01 PV Common Stock 3,000 3,000 I Note (1)(1)
Option $45.88 09/10/2015 06/10/2020 $.01 PV Class B Stock 1,563 1,563 I Note (1)(1)
Otion $22.93 08/26/2016 06/10/2020 $.01 PV Common Stock 4,000 4,000 I Note (1)(1)
Option $22.93 08/26/2016 06/10/2020 $.01 PV Class B Stock 1,290 1,290 I Note (1)(1)
Option $28.5 09/07/2017 06/10/2020 $.01 PV Common Stock 4,000 4,000 I Note (1)(1)
Option $28.5 09/07/2017 06/10/2020 $.01 PV Class B Stock 600 600 I Note (1)(1)
Option $34.04 03/02/2019 06/10/2021 $.01 PV Common Stock 4,000 4,000 I Note (1)(1)
Option $34.04 03/02/2019 06/10/2021 $.01 PV Class B Stock 600 600 I Note (1)(1)
Restricted Stock Unit (6) (7) (7) $.01 PV Common Stock 5,600 5,600 D
Explanation of Responses:
1. The direct owner is the Estate of Kevin T. Keane. The Reporting Person is one of multiple beneficiaries to a trust to be established by that estate. The entire amount of the estate's interest is reported on this form, however the Reporting Person's proportionate interest is below 25%. Shares held by the estate have been transferred to entities beneficially owned by descendants of Kevin T. Keane in an estate planning transactions. As a result, 134,178 Shares of Common Stock have been transferred to entities of which certain of the Reporting Persons's siblings are the primary beneficiary trusts. 44,726 shares of Common Stock have been transferred to Boston & Saranac LLC, a Delaware limited liability company 100% owned by a trust whose beneficiaries are the Reporting Person and his Spouse ("Boston & Saranac").
2. The direct owner is Boston & Saranac.
3. As a result of the same estate planning transaction in Note 1 above, 223,116 shares of Class B Stock have been transferred to entities 100% owned by trusts whose beneficiaries are the siblings or the descendants of siblings of the Reporting Person ("Sibling Trusts"). 74,372 shares of Class B Stock have been transferred to Boston & Saranac.
4. As a result of the same estate planning transaction in Note 1 above, 25% of the ownership of 5096 Saranac LLC, a Delaware corporation established by a trust of the Reporting Person's father which is the owner of 1,495,340 shares of Class B Stock, has been transferred from the trust to Boston & Saranac, and the remaining 75% to the Sibling Trusts.
5. Reporting Person is one of multiple potential beneficiaries to the direct owner of these shares, which is a trust (EAK & KRK Trustees U/A/D 10-15-97 FBO Elizabeth A. Keane). The entire amount of the trust's interest is reported on this form, however the Reporting Person's proportionate interest is approximately 25%.
6. Each restricted stock unit represents the right to receive, at settlement, one share of common stock.
7. These restricted stock units are scheduled to vest 100% on August 28, 2020.
Remarks:
/s/Julie Davis as Power of Attorney for Robert Sprague Keane 06/09/2020
** 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.
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