Sec Form 4/A Filing - PEABODY MARK @ ASTRONICS CORP - 2025-03-18

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FORM 4/A
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
PEABODY MARK
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)
Executive VP & Pres-Aerospace
(Last) (First) (Middle)
130 COMMERCE WAY
3. Date of Earliest Transaction (MM/DD/YY)
03/18/2025
(Street)
EAST AURORA, NY14052
4. If Amendment, Date Original Filed (MM/DD/YY)
03/20/2025
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 03/18/2025 M 8,850 A $ 24.91 53,300.731 D
$.01 PV Com Stk 03/18/2025 F( 1 ) 3,306 D ( 2 ) $ 24.91 49,994.73 ( 3 ) D
$.01 PV CL B STK 183,994 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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 $ 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
Restricted Stock Unit ( 4 ) ( 5 ) ( 5 ) $.01 PV Com Stk 15,900 15,900 D
Restricted Stock Unit ( 4 ) ( 6 ) ( 6 ) $.01 PV Com Stk 10,850 10,850 D
Option $ 15.15 12/07/2024 12/07/2033 $.01 PV Com Stk 8,300 8,300 D
Restricted Stock Unit ( 4 ) 03/18/2025 M 8,850 ( 7 ) ( 7 ) $.01 PV Com Stk 8,850 $ 0 0 D
Restricted Stock Unit ( 4 ) ( 8 ) ( 8 ) $.01 PV Com Stk 15,150 15,150 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
PEABODY MARK
130 COMMERCE WAY
EAST AURORA, NY14052
Executive VP & Pres-Aerospace
Signatures
/s/Julie Davis, as Power of Attorney for Mark Peabody 04/03/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares withheld by Astronics Corp. to satisfy applicable withholding tax upon vesting of restricted stock units.
( 2 )The original Form 4, filed on March 20, 2025, is being amended by this Form 4 amendment to correct an administrative error, which misreported the transaction as Acquired (A) instead of Disposed (D). The amendment shows the transaction as a Disposition (D).
( 3 )The original Form 4, filed on March 20, 2025, is being amended by this Form 4 amendment to correct an administrative error, which misreported the total amount of securities owned following the reported transaction. The amendment shows the correct securities owned after the transaction.
( 4 )Each restricted stock unit represents the right to receive, at settlement, one share of common stock.
( 5 )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.
( 6 )Vesting of these restricted stock units depends on Astronics Corp.'s average annual adjusted EBITDA for the period January 1, 2023- December31, 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.
( 7 )Vesting of these restricted stock units depends on Astronics Corp.'s average annual adjusted EBITDA for the period January 1, 2022- December 31, 2024. The amount shown reflects 75% of the target number ofrestricted stock units which vested on February 24, 2025.
( 8 )Vesting of these restricted stock units depends on Astronics Corp.'s average annual adjusted EBITDA for the period January 1, 2025- December 31, 2027. The "target" number of restricted stock units is reported.Between 50% and 150% of the target number of units may vest on February 27, 2028, with the vesting percentage determined based on actual performance.

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