ASTRONICS CORP — Director's Dealing 2023

Mar 14, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ASTRONICS CORP (ATRO)
CIK: 0000008063
Period of Report: 2023-03-10

Reporting Person: Kuehn Michael C (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-03-10	$.01 PV Com Stk	M	6488	$0.00	Acquired	10373.545	Direct
2023-03-10	$.01 PV Com Stk	F	2245	$14.47	Disposed	8128.545	Direct
2023-03-10	$.01 PV Com Stk	M	227	$0.00	Acquired	8355.545	Direct
2023-03-10	$.01 PV Com Stk	F	43	$14.47	Disposed	8312.545	Direct
2023-03-13	$.01 PV Com Stk	J	62.776	$12.81	Acquired	8375.321	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-03-10	Restricted Stock Unit	$	M	6488	Disposed		$.01PV Com Stk (8650)	Direct
2023-03-10	Restricted Stock Unit	$	M	227	Disposed		$.01PV Com Stk (453)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Option	$35.61	2027-12-12	$.01PV Com Stk (8050)	8050	Direct
Option	$35.61	2027-12-12	$.01 PV Cl B Stk (1208)	1208	Direct
Option	$31.57	2028-12-13	$.01PV Com Stk (12360)	12360	Direct
Option	$30.04	2029-12-09	$.01PV Com Stk (18150)	18150	Direct
Option	$14.45	2031-01-22	$.01PV Com Stk (27000)	27000	Direct
Restricted Stock Unit	$		$.01 PV Com Stk (10450)	10450	Direct
Option	$11.13	2031-12-09	$.01 PV COM STK (32700)	32700	Direct
Restricted Stock Unit	$		$.01 PV Com Stk (12550)	12550	Direct
Option	$9.74	2032-12-16	$.01 PV COM STK (35600)	35600	Direct
Restricted Stock Unit	$		$.01 PV COM STK (11500)	11500	Direct

Footnotes

F1: Shares withheld by Astronics Corporation to satisfy applicable withholding tax upon vesting of restricted stock units.

F2: 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.

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 January 1, 2020- December
31, 2022. The "target" number of restricted stock units is reported in Table II. Based on actual performance 75% of the target number of units vested on December
31, 2022.

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.

F8: 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.