ASTRONICS CORP — Major Shareholding Notification 2017

Feb 3, 2017

SC 13G 1 d332999dsc13g.htm SC 13G SC 13G

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

(RULE 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b),

(c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2

UNDER THE SECURITIES EXCHANGE ACT OF 1934 (“ACT”)

Astronics Corporation

(Name of Issuer)

Common Stock

(Title of Class of Securities)

046433108

(CUSIP Number)

December 31, 2016

(Date of Event Which Requires Filing of this Statement)

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

☒ Rule 13d-1(b)

☐ Rule 13d-1(c)

☐ Rule 13d-1(d)

CUSIP No. 046433108 Page 1 of 9 Pages

| 1) | Names of
Reporting Persons IRS Identification No. Of Above Persons The PNC Financial Services Group, Inc. 25-1435979 | |
| --- | --- | --- |
| 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 Pennsylvania | |
| Number of Shares Beneficially Owned By Each Reporting Person With | 5) | Sole Voting Power 1,440,796 |
| | 6) | Shared Voting Power 47 |
| | 7) | Sole Dispositive Power 1,429,159 |
| | 8) | Shared Dispositive Power 9,845 |
| 9) | Aggregate Amount Beneficially Owned by Each Reporting Person 1,441,043 | |
| 10) | Check if the Aggregate Amount in Row
(9) Excludes Certain Shares See Instructions ☐ | |
| 11) | Percent of Class Represented by Amount
in Row (9) 7.40 | |
| 12) | Type of Reporting Person (See
Instructions) HC | |

CUSIP No. 046433108 Page 2 of 9 Pages

| 1) | Names of
Reporting Persons IRS Identification No. Of Above Persons PNC Bancorp, Inc. 51-0326854 | |
| --- | --- | --- |
| 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 Delaware | |
| Number of Shares Beneficially Owned By Each Reporting Person With | 5) | Sole Voting Power 1,440,796 |
| | 6) | Shared Voting Power 47 |
| | 7) | Sole Dispositive Power 1,429,159 |
| | 8) | Shared Dispositive Power 9,845 |
| 9) | Aggregate Amount Beneficially Owned by Each Reporting Person 1,441,043 | |
| 10) | Check if the Aggregate Amount in Row
(9) Excludes Certain Shares See Instructions ☐ | |
| 11) | Percent of Class Represented by Amount
in Row (9) 7.40 | |
| 12) | Type of Reporting Person (See
Instructions) HC | |

CUSIP No. 046433108 Page 3 of 9 Pages

| 1) | Names of
Reporting Persons IRS Identification No. Of Above Persons PNC Bank, National Association 22-1146430 | |
| --- | --- | --- |
| 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 United States | |
| Number of Shares Beneficially Owned By Each Reporting Person With | 5) | Sole Voting Power 1,440,796 |
| | 6) | Shared Voting Power 47 |
| | 7) | Sole Dispositive Power 1,429,159 |
| | 8) | Shared Dispositive Power 9,845 |
| 9) | Aggregate Amount Beneficially Owned by Each Reporting Person 1,441,043 | |
| 10) | Check if the Aggregate Amount in Row
(9) Excludes Certain Shares See Instructions ☐ | |
| 11) | Percent of Class Represented by Amount
in Row (9) 7.40 | |
| 12) | Type of Reporting Person (See
Instructions) BK | |

CUSIP No. 046433108 Page 4 of 9 Pages

| 1) | Names of
Reporting Persons IRS Identification No. Of Above Persons PNC Capital Advisors, LLC 27-0640560 | |
| --- | --- | --- |
| 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 Delaware | |
| Number of Shares Beneficially Owned By Each Reporting Person With | 5) | Sole Voting Power 1,437,306 |
| | 6) | Shared Voting Power -0- |
| | 7) | Sole Dispositive Power 1,425,842 |
| | 8) | Shared Dispositive Power 9,625 |
| 9) | Aggregate Amount Beneficially Owned by Each Reporting Person 1,437,506 | |
| 10) | Check if the Aggregate Amount in Row
(9) Excludes Certain Shares See Instructions ☐ | |
| 11) | Percent of Class Represented by Amount
in Row (9) 7.38 | |
| 12) | Type of Reporting Person (See
Instructions) IA | |

CUSIP No. 046433108 Page 5 of 9 Pages

| 1) | Names of
Reporting Persons IRS Identification No. Of Above Persons PNC Investments LLC 42-1604685 | |
| --- | --- | --- |
| 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 Delaware | |
| Number of Shares Beneficially Owned By Each Reporting Person With | 5) | Sole Voting Power -0- |
| | 6) | Shared Voting Power 47 |
| | 7) | Sole Dispositive Power 47 |
| | 8) | Shared Dispositive Power -0- |
| 9) | Aggregate Amount Beneficially Owned by Each Reporting Person 47 | |
| 10) | Check if the Aggregate Amount in Row
(9) Excludes Certain Shares See Instructions ☐ | |
| 11) | Percent of Class Represented by Amount
in Row (9) less than 0.01 | |
| 12) | Type of Reporting Person (See
Instructions) BD | |

Page 6 of 9 Pages

ITEM 1(a) - NAME OF ISSUER:

Astronics Corporation

ITEM 1(b) - ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:

130 Commerce Way

East Aurora, New York 14052

ITEM 2(a) - NAME OF PERSON FILING:

The PNC Financial Services Group, Inc.; PNC Bancorp, Inc.; PNC Bank, National

Association; PNC Capital Advisors, LLC; and PNC Investments LLC

ITEM 2(b) - ADDRESS OF PRINCIPAL BUSINESS OFFICE:

The PNC Financial Services Group, Inc. - 300 Fifth Avenue, Pittsburgh, PA 15222-2401

PNC Bancorp, Inc. - 222 Delaware Avenue, Wilmington, DE 19801

PNC Bank, National Association - 300 Fifth Avenue, Pittsburgh, PA 15222-2401

PNC Capital Advisors, LLC - 300 Fifth Avenue, Pittsburgh, PA 15222-2401

PNC Investments LLC – 300 Fifth Avenue, Pittsburgh, PA 15222-2401

ITEM 2(c) - CITIZENSHIP:

The PNC Financial Services Group, Inc. - Pennsylvania

PNC Bancorp, Inc. - Delaware

PNC Bank, National Association - United States

PNC Capital Advisors, LLC – Delaware

PNC Investments LLC – Delaware

ITEM 2(d) - TITLE OF CLASS OF SECURITIES:

Common Stock

ITEM 2(e) - CUSIP NUMBER:

046433108

ITEM 3 - IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR 13d-2(b), 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)	☒	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 association 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 (15 U.S.C. 80a-3);
(j)	☐	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
(k)	☐	Group, in accordance with § 240.13d-1(b)(1)(ii)(K).

Page 7 of 9 Pages

ITEM 4 - OWNERSHIP:

The following information is as of December 31, 2016:
(a) Amount Beneficially Owned:	1,441,043
(b) Percent of Class:	7.40
(c) Number of shares to which such person has:
(i) sole power to vote or to direct the vote	1,440,796
(ii) shared power to vote or to direct the vote	47
(iii) sole power to dispose or to direct the disposition of	1,429,159
(iv) shared power to dispose or to direct the disposition of	9,845

Of the total shares of common stock reported herein, 3,490 shares are held in accounts at PNC Bank, National Association in a fiduciary capacity for clients.

Of the total shares of common stock reported herein, 1,437,506 shares are held in accounts at PNC Capital Advisors, LLC in a fiduciary capacity for clients.

Of the total shares of common stock reported herein, 47 shares are held in accounts at PNC Investments

LLC in a fiduciary capacity for clients.

The inclusion of the reporting persons and such securities in this report shall not be deemed an admission

of beneficial ownership by the reporting persons for the purposes of Section 13(d) or 13(g) of the Act, or for any other purposes.

ITEM 5 - OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:

Not Applicable.

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:

Included are the following subsidiaries of The PNC Financial Services Group, Inc. - HC:

PNC Bancorp, Inc. - HC (wholly owned subsidiary of The PNC Financial Services Group, Inc.)

PNC Bank, National Association - BK (wholly owned subsidiary of PNC Bancorp, Inc.)

PNC Capital Advisors, LLC - IA (wholly owned subsidiary of PNC Bank, National Association)

PNC Investments LLC – BD (wholly owned subsidiary of PNC Bank, National Association)

ITEM 8 - IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:

Not Applicable.

ITEM 9 - NOTICE OF DISSOLUTION OF GROUP:

Not Applicable.

Page 8 of 9 Pages

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.

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.

February 3, 2017 — Date		February 3, 2017 — Date
By:	/s/ Gregory H. Kozich	By:	/s/ Mark G. McGlone
Signature - The PNC Financial Services Group, Inc.		Signature – PNC Capital Advisors, LLC
Gregory H. Kozich, Senior Vice President & Controller		Mark G. McGlone, President
Name & Title		Name & Title
February 3, 2017		February 3, 2017
Date		Date
By:	/s/ Bruce H. Colbourn	By:	/s/ Richard R. Guerrini
Signature - PNC Bancorp, Inc.		Signature – PNC Investments LLC
Bruce H. Colbourn, Chairman		Richard R. Guerrini, President & CEO
Name & Title		Name & Title
February 3, 2017
Date
By:	/s/ Gregory H. Kozich
Signature - PNC Bank, National Association
Gregory H. Kozich, Executive Vice President & Controller
Name & Title

AN AGREEMENT TO FILE A JOINT STATEMENT

IS INCLUDED HEREWITH AS EXHIBIT A

Page 9 of 9 Pages

EXHIBIT A

AGREEMENT

February 3, 2017

The undersigned hereby agree to file a joint statement on Schedule 13G under the Securities and Exchange Act of 1934, as amended (the “Act”), with respect to shares of common stock issued by Astronics Corporation.

Each of the undersigned states that it is entitled to individually use Schedule 13G pursuant to Rule 13d-1(b) of the Act.

Each of the undersigned is responsible for the timely filing of the statement and any amendments thereto, and for the completeness and accuracy of the information concerning each of them contained therein but none is responsible for the completeness or accuracy of the information concerning the others.

This Agreement applies to any amendments to this Schedule 13G.

THE PNC FINANCIAL SERVICES GROUP, INC.
BY:	/s/ Gregory H. Kozich
	Gregory H. Kozich, Senior Vice President & Controller
PNC BANCORP, INC.
BY:	/s/ Bruce H. Colbourn
	Bruce H. Colbourn, Chairman
PNC BANK, NATIONAL ASSOCIATION
BY:	/s/ Gregory H. Kozich
	Gregory H. Kozich, Executive Vice President & Controller
PNC CAPITAL ADVISORS, LLC
BY:	/s/ Mark G. McGlone
	Mark G. McGlone, President
PNC INVESTMENTS LLC
BY:	/s/ Richard R. Guerrini
	Richard R. Guerrini, President & CEO