ASTRONICS CORP — Major Shareholding Notification 2013

Jan 24, 2013

SC 13G 1 v332841_sc13g.htm SCHEDULE 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )*

Astronics Corporation

Field: Rule-Page

Field: /Rule-Page

(Name of Issuer)

Common Stock

Field: Rule-Page

Field: /Rule-Page

(Title of Class of Securities)

046433108

Field: Rule-Page

Field: /Rule-Page

(CUSIP Number)

December 31, 2012

Field: Rule-Page

Field: /Rule-Page

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

x Rule 13d-1(b)

¨ Rule 13d-1(c)

¨ Rule 13d-1(d)

• The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Field: Page; Sequence: 1

Field: /Page

SCHEDULE 13G

CUSIP No. 054923107

1.	Names of Reporting Persons. Lewis Capital Management, LLC I.R.S. Identification Nos. of above persons (entities only). 95-4777878
2.	Check
the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
3.	SEC USE ONLY
4.	Citizenship or Place of Organization California Limited Liability Company

Number of Shares Beneficially Owned by Each Reporting Person With:	Sole Voting Power 509,608
6.	Shared Voting Power 0
7.	Sole Dispositive Power 509,608
8.	Shared Dispositive Power 0

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 509,608
10.	Check if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) 5.13%
12.	Type of Reporting Person IA

Field: Page; Sequence: 2

Field: /Page

Item 1. — (a)	Name of Issuer Astronics Corporation
(b)	Address of Issuer's Principal Executive Offices 130 Commerce Way, East Aurora, New York 14052
Item 2.
(a)	Name of Person Filing Lewis Capital Management, LLC
(b)	Address of Principal Business Office or, if none, Residence 9454 Wilshire Blvd, Suite M1, Beverly Hills, CA 90212
(c)	Citizenship is a California limited liability company
(d)	Title of Class of Securities Common Stock
(e)	CUSIP Number 046433108
Item 3.	If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	¨	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b)	¨	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c)	¨	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d)	¨	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
(e)	x	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
(f)	¨	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
(g)	¨	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	¨	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	¨	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	¨	Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Field: Page; Sequence: 3

Field: /Page

Item 4. Ownership.

(a) Amount beneficially owned:

509,608

(b) Percent of class:

5.13%

(c) Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote

509,608

(ii) Shared power to vote or to direct the vote

0

(iii) Sole power to dispose or to direct the disposition of

509,608

(iv) Shared power to dispose or to direct the disposition of

Item 5. Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨ .

Instruction: Dissolution of a group requires a response to this item.

Item 6. Ownership of More than Five Percent on Behalf of Another Person

Not Applicable

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

Not Applicable

Item 8. Identification and Classification of Members of the Group

Not Applicable

Item 9. Notice of Dissolution of Group

Item 10. Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Field: Page; Sequence: 4

Field: /Page

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: January 23, 2013
By:	/s/ Scott Lewis
	Scott Lewis Title: President, Sole Member

Field: Page; Sequence: 5

Field: /Page