ASTRONICS CORP — Director's Dealing 2022

Dec 20, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ASTRONICS CORP (ATRO)
CIK: 0000008063
Period of Report: 2022-06-03

Reporting Person: KRAMER JAMES S (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-06-03	$.01 PV Common Stock	J	210.899	$0.00	Acquired	54883.24	Direct
2022-08-31	$.01 PV Common Stock	J	245.37	$0.00	Acquired	55128.61	Direct
2022-12-09	$.01 PV Common Stock	J	217.304	$0.00	Acquired	55345.91	Direct
2022-12-13	$.01 PV Common Stock	W	35555	$0.00	Disposed	19790.91	Direct
2022-12-12	$.01 PV Class B Stock	W	279758	$0.00	Disposed	123342	Direct
2022-12-13	$.01 PV Common Stock	W	35555	$0.00	Acquired	35555	Indirect
2022-12-12	$.01 PV Class B Stock	W	279758	$0.00	Acquired	279758	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-12-16	Option	$9.74	M	26700	Acquired	2032-12-16	$.01 PV Com Stk (26700)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Option	$28.45	2023-12-11	$.01 PV Com Stk (2330)	2330	Direct
Option	$28.45	2023-12-11	$.01 PV Cl B Stk (1922)	1923	Direct
Option	$30.83	2024-12-11	$.01 PV Com Stk (2720)	2720	Direct
Option	$30.83	2024-12-11	$.01 PV Cl B Stk (1417)	1417	Direct
Option	$27.72	2025-12-03	$.01 PV Com Stk (3500)	3500	Direct
Option	$27.72	2025-12-03	$.01 PV Cl B Stk (1129)	1129	Direct
Option	$31.76	2026-12-14	$.01 PV Com Stk (3670)	3670	Direct
Option	$31.76	2026-12-14	$.01 PV Cl B Stk (551)	551	Direct
Option	$35.61	2027-12-12	$.01 PV Com Stk (5340)	5340	Direct
Option	$35.61	2027-12-12	$.01 PV Cl B Stk (801)	801	Direct
Option	$31.57	2028-12-13	$.01 PV Com Stk (7060)	7060	Direct
Option	$30.04	2029-12-09	$.01 PV Com Stk (13600)	13600	Direct
Restricted Stock Unit	$		$.01 PV Com Stk (6100)	6100	Direct
Option	$14.45	2031-01-22	$.01 PV Com Stk (20250)	20250	Direct
Restricted Stock Unit	$		$.01 PV Com Stk (349)	349	Direct
Restricted Stock Unit	$		$.01 PV Com Stk (7375)	7375	Direct
Option	$11.13	2031-12-09	$.01 PV COM STK (24500)	24500	Direct
Restricted Stock Unit	$		$.01 PV Com Stk (8850)	8850	Direct

Footnotes

F1: Reflects issuer's contribution to the reporting person's account in the issuer stock fund included in the issuer's 401(k) plan. The shares are held in the 401(k) account.

F2: Reflects shares previously reported as beneficially owned directly by Mr. Kramer, but are now held through an estate for which Mr. Kramer serves as executor. Mr. Kramer is expected to receive ownership of these shares once the estate is settled.

F3: Each restricted stock unit represents the right to receive, at settlement, one share of common stock.

F4: 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.

F5: These restricted stock units vest ratably on each anniversary of the grant date over three years.

F6: 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.

F7: 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.