ASTRONICS CORP — Major Shareholding Notification 2019

Apr 1, 2019

SC 13G/A 1 a28944599a.htm SCHEDULE 13G (AMENDMENT NO. 1) Licensed to: Willkie, Farr & Gallagher Document created using EDGARfilings PROfile 5.1.0.0 Copyright 1995 - 2019 Broadridge PROfilePageNumberReset%Num%1%Page % of 8%

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934 (Amendment No. 1)*

Astronics Corporation

(Name of Issuer)

Common Stock

(Title of Class of Securities)

046433108

(CUSIP Number)

March 31, 2019

(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).

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CUSIP No. 046433108 13G Page 2 of 8 Pages

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON ACK Asset Management LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (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 1,180,000 (see Item 4)
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 1,180,000 (see Item 4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,180,000 (see Item 4)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.83% (see Item 4)
12	TYPE OF REPORTING PERSON* IA

*SEE INSTRUCTION BEFORE FILLING OUT

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CUSIP No. 046433108 13G Page 3 of 8 Pages

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Richard Meisenberg
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (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 0
	6	SHARED VOTING POWER 1,180,000 (see Item 4)
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 1,180,000 (see Item 4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,180,000 (see Item 4)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.83% (see Item 4)
12	TYPE OF REPORTING PERSON* HC

*SEE INSTRUCTION BEFORE FILLING OUT

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CUSIP No. 046433108 13G Page 4 of 8 Pages

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON John Reilly
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (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 0
	6	SHARED VOTING POWER 1,180,000 (see Item 4)
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 1,180,000 (see Item 4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,180,000 (see Item 4)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.83% (see Item 4)
12	TYPE OF REPORTING PERSON* HC

*SEE INSTRUCTION BEFORE FILLING OUT

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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:
	This statement is filed by: (i) ACK Asset Management LLC (“ACK”) with respect to shares of Common Stock, par value $0.01 (“Shares”), of
the Issuer beneficially owned by certain funds and managed accounts advised by ACK and through ACK’s managing members, (ii) Richard Meisenberg and (iii) John Reilly.
Item 2(b)	Address or Principal Business Office :
	The address of the principal business office of ACK, Richard Meisenberg and John Reilly is 2 Overhill Road, Suite 400, Scarsdale, NY,
10583.
Item 2(c)	Citizenship :
	ACK is a Delaware limited liability company. Mr. Meisenberg and Mr. Reilly are United States citizens.
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 Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
	[ ] Broker or dealer registered under Section 15 of the Act;
	[ ] Bank as defined in Section 3(a)(6) of the Act;
	[ ] Insurance company as defined in Section 3(a)(19) of the Act;
	[ ] Investment company registered under Section 8 of the Investment Company Act of 1940;
	[X] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); *

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	[ ] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
	[X] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); **
	[ ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
	[ ] 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;
	[ ] A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);
	[ ] Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with
Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____
	* ACK is filing as an investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
	** Mr. Meisenberg and Mr. Reilly are filing as control persons in accordance with Rule 13d-1(b)(1)(ii)(G).
Item 4	Ownership :
	The percentages used herein are calculated based upon the Shares of common stock issued and outstanding as of February 14, 2019 as
reported on the Issuer's annual report on Form 10-K filed with the Securities and Exchange Commission by the Issuer for the annaul period ended December 31, 2018.
	As of March 31, 2019:
	1. ACK Asset Management LLC
	(a) Amount beneficially owned: 1,180,000
	(b) Percent of class: 4.83%
	(c)(i) Sole power to vote or direct the vote: -0-
	(ii) Shared power to vote or direct the vote: 1,180,000
	(iii) Sole power to dispose or direct the disposition: -0-
	(iv) Shared power to dispose or direct the disposition: 1,180,000
	2. Richard Meisenberg
	(a) Amount beneficially owned: 1,180,000
	(b) Percent of class: 4.83%
	(c)(i) Sole power to vote or direct the vote: -0-
	(ii) Shared power to vote or direct the vote: 1,180,000
	(iii) Sole power to dispose or direct the disposition: -0-
	(iv) Shared power to dispose or direct the disposition: 1,180,000

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	3. John Reilly
	(a) Amount beneficially owned: 1,180,000
	(b) Percent of class: 4.83%
	(c)(i) Sole power to vote or direct the vote: -0-
	(ii) Shared power to vote or direct the vote: 1,180,000
	(iii) Sole power to dispose or direct the disposition: -0-
	(iv) Shared power to dispose or direct the disposition: 1,180,000
	ACK owns no Shares directly. ACK maintains investment and/or voting power with respect to certain funds and managed accounts advised by
it. Mr. Meisenberg and Mr. Reilly are the managing members of ACK and control ACK. By reason of the provisions of Rule 13d-3 of the Securities Exchange Act of 1934, as amended, each of ACK, Mr. Meisenberg and Mr. Reilly may be deemed to
beneficially own 1,180,000 Shares (constituting approximately 4.83% of the Shares outstanding). Each of ACK, Mr. Meisenberg and Mr. Reilly disclaims
beneficial ownership of any of the securities covered by this statement.
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. ☒
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 :
	See Exhibit 99.1.
Item 8	Identification and Classification of
Members of the Group :
	Not Applicable
Item 9	Notice of Dissolution of Group :
	Not Applicable
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, other than activities solely in connection with a nomination under §240.14a-11.

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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.

Dated: April 1, 2019

ACK ASSET MANAGEMENT LLC

By: /s/ Kenneth Cooper

Name: Kenneth Cooper

Title: Authorized Person

/s/ RICHARD MEISENBERG RICHARD MEISENBERG

/s/ JOHN REILLY JOHN REILLY

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