ASTRONICS CORP — Director's Dealing 2021

Mar 2, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ASTRONICS CORP (ATRO)
CIK: 0000008063
Period of Report: 2021-02-26

Reporting Person: Mulato James (Pres Astronics Test Systems)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-02-26	Restricted Stock Unit	$	A	630	Acquired		$.01 PV Com Stk (630)	Direct
2021-02-26	Restricted Stock Unit	$	A	10450	Acquired		$.01 PV Com Stk (10450)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
$.01 PV Common Stock	5011	Direct
$.01 PV Class B Stock	869	Direct
$.01 PV Common Stock	100	Indirect
$.01 PV Class B Stock	32	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Option	$34.75	2024-03-31	$.01 PV Com Stk (2400)	2400	Direct
Option	$34.75	2024-03-31	$.01 PV Cl B Stk (1980)	1980	Direct
Option	$30.83	2024-12-11	$.01 PV Com Stk (3300)	3300	Direct
Option	$30.83	2024-12-11	$.01 PV Cl B Stk (1719)	1719	Direct
Option	$27.72	2025-12-03	$.01 PV Com Stk (4300)	4300	Direct
Option	$27.72	2025-12-03	$.01 PV Cl B Stk (1387)	1387	Direct
Option	$31.76	2026-12-14	$.01 PV Com Stk (6560)	6560	Direct
Option	$31.76	2026-12-14	$.01 PV Cl B Stk (984)	984	Direct
Option	$35.61	2027-12-12	$.01 PV Com Stk (7950)	7950	Direct
Option	$35.61	2027-12-12	$.01 PV Cl B Stk (1193)	1193	Direct
Restricted Stock Unit	$		$.01 PV Com Stk (2175)	2175	Direct
Restricted Stock Unit	$		$.01 PV Cl B Stk (326)	326	Direct
Option	$31.57	2028-12-13	$.01 PV Com Stk (11570)	11570	Direct
Restricted Stock Unit	$		$.01 PV Com Stk (2306)	2306	Direct
Option	$30.04	2029-12-09	$.01 PV Com Stk (18150)	18150	Direct
Restricted Stock Unit	$		$.01 PV Com Stk (8650)	8650	Direct
Option	$14.45	2031-01-22	$.01 PV Com Stk (27000)	27000	Direct

Footnotes

F1: Represents shares owned by his wife.

F2: Each restricted stock unit represents the right to receive, at settlement, one share of common stock.

F3: 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.

F4: Each restricted stock unit represents the right to receive, at settlement, one share of Class B stock.

F5: Vesting of these restricted stock units depends on Astronics Corp.'s average annual adjusted EBITDA for the period of January 1, 2019-December 31, 2021. The "target" number of restricted stock units is reported. Between 75% and 115% of the target number of units may vest on December 31, 2021, with the vesting percentage determined based on actual performance.

F6: Vesting of these restricted stock units depends on Astronics Corp.'s average annual adjusted EBITDA for the period January1, 2020- December 31, 2022. The "target" number of restricted stock units is reported. Between 75% and 115% of the target number of units may vest on December 31, 2022, with the vesting percentage determined based on actual performance.

F7: These restricted stock units vest ratably on each anniversary of the grant date over three years.

F8: 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, 2022, with the vesting percentage determined based on actual performance.