Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
- Peter Lynch
What is insider trading>>
| SECURITIES AND EXCHANGE COMMISSION | |
| Washington, D.C. 20549 | |
| SCHEDULE 13D/A | |
| Under the Securities Exchange Act of 1934 | |
| (Amendment No. 4)* | |
|
Astronics Corporation | |
| (Name of Issuer) | |
| Common Stock, $0.01 par value | |
|
Class B Common Stock, $0.01 par value | |
| (Title of Class of Securities) | |
| 046433108 | |
|
046433207 | |
| (CUSIP Number) | |
| 5096 SARANAC LLC | |
| Daniel G. Keane | |
| 1801 Elmwood Avenue, Suite 1 | |
| Buffalo, New York 14207-2463 | |
|
(716) 863-1110 | |
| (Name, Address and Telephone Number of Person | |
| Authorized to Receive Notices and Communications) | |
|
August 21, 2020 | |
| (Date of Event Which Requires Filing of This Statement) | |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box.
(Page 1 of 6 Pages)
______________________________
* 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 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).
CUSIP No. 046433108 046433207 | SCHEDULE 13D/A | Page 2 of 6 Pages |
| 1 |
NAME OF REPORTING PERSON 5096 SARANAC LLC | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ý | ||
| 3 | SEC USE ONLY | |||
| 4 |
SOURCE OF FUNDS OO (See Item 3) | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7 |
SOLE VOTING POWER 0 | ||
| 8 |
SHARED VOTING POWER* 0 | |||
| 9 |
SOLE DISPOSITIVE POWER 0 | |||
| 10 |
SHARED DISPOSITIVE POWER* 0 | |||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON* 0 | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)* 0% of the outstanding shares of Class B Common Stock 0% of the aggregate voting power of the outstanding shares of Common Stock and Class B Common Stock 0% of the economic interest of the outstanding shares of Common Stock and Class B Common Stock | |||
| 14 |
TYPE OF REPORTING PERSON OO | |||
* See Items 5(a) and 5(b).
CUSIP No. 046433108 046433207 | SCHEDULE 13D/A | Page 3 of 6 Pages |
| 1 |
NAME OF REPORTING PERSON Daniel G. Keane | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ý | ||
| 3 | SEC USE ONLY | |||
| 4 |
SOURCE OF FUNDS OO (See Item 3) | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION United States | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7 |
SOLE VOTING POWER 144,726 shares of Common Stock 348,199 shares of Class B Common Stock | ||
| 8 |
SHARED VOTING POWER* 0 | |||
| 9 |
SOLE DISPOSITIVE POWER 144,726 shares of Common Stock 348,199 shares of Class B Common Stock | |||
| 10 |
SHARED DISPOSITIVE POWER* 0 | |||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON* 144,726 shares of Common Stock 348,199 shares of Class B Common Stock | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) * 0.6% of the outstanding shares of Common Stock 4.9% of the outstanding shares of Class B Common Stock 3.9% of the aggregate voting power of the outstanding shares of Common Stock and Class B Common Stock 1.6% of the economic interest of the outstanding shares of Common Stock and Class B Common Stock | |||
| 14 |
TYPE OF REPORTING PERSON IN | |||
CUSIP No. 046433108 0; 046433207 | SCHEDULE 13D/A | Page 4 of 6 Pages |
| This Amendment No. 4 ("Amendment No. 3") amends the statement on Schedule 13D filed with the SEC on January 21, 2016 (the "Original Schedule 13D"), as amended by Amendment No. 1 filed with the SEC on April 10, 2017 ("Amendment No. 1"), Amendment No. 2 filed with the SEC on May 15, 2017 ("Amendment No. 2") and Amendment No. 3 filed with the SEC on June 10, 2020 ("Amendment No. 3" and together with the Original Schedule 13D, Amendment No. 1, Amendment No. 2 and this Amendment No. 4, the "Schedule 13D") with respect to the (i) shares of common stock, par value $0.01 per share (the "Common Stock"), of Astronics Corporation, a New York corporation (the "Issuer"), and (ii) shares of class B common stock, par value $0.01 per share (the "Class B Common Stock"), of the Issuer. Capitalized terms used herein and not otherwise defined in this Amendment No. 4 have the meanings set forth in the Schedule 13D. This Amendment No. 4 amends Items 3 and 5 as set forth below. This is the final amendment to the Schedule 13D and constitutes an "exit filing" for the Reporting Persons. |
| Item 3. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION |
| Item 3 of the Schedule 13D is hereby supplemented by the addition of the following: | |
| On August 5, 2020 Donnellys converted 57,152 shares of Class B Common Stock into 57,152 shares of Common Stock and on August 21, 2020, the LLC converted 85,695 shares of Class B Common Stock into 85,695 shares of Common Stock (collectively, the "August 2020 Conversions"). On August 21, 2020, following the August 2020 Conversions, the LLC made an in-kind distribution of the 1,409,614 shares of Class B Common Stock and 85,695 shares of Common Stock held by it to its members, including 42,848 shares of Common Stock and 330,979 shares of Class B Common Stock to Donnellys. |
| Item 5. | INTEREST IN SECURITIES OF THE ISSUER |
| Item 5 of the Schedule 13D is hereby amended and restated as follows: | |
| (a) | See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of shares of Common Stock and Class B Common Stock and percentages of the Common Stock and Class B Common Stock beneficially owned by each of the Reporting Persons. In addition, each share of Class B Common Stock is convertible into a share of Common Stock on a one-for-one basis. The cover pages to this Schedule 13D do not set forth beneficial ownership of the Common Stock as a result of such conversion right. The percentages reported in this Schedule 13D are calculated based upon the 23,586,404 shares of Common Stock and the 7,169,459 shares of Class B Common Stock outstanding as of July 27, 2020, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended June 27, 2020 filed with the SEC on August 4, 2020, and gives effect to the August 2020 Conversions. |
| (b) | See rows (7) through (10) of the cover pages to this Schedule 13D for the number of shares of Common Stock and Class B Common Stock as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition. In addition, each share of Class B Common Stock is convertible into a share of Common Stock on a one-for-one basis. The cover pages to this Schedule 13D do not set forth beneficial ownership of the Common Stock as a result of such conversion right. |
| (c) | See Item 3. |
CUSIP No. 046433108 046433207 | SCHEDULE 13D/A | Page 5 of 6 Pages |
| (d) | No person is known by the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any shares of Common Stock or Class B Common Stock beneficially owned by the Reporting Persons. |
| (e) | August 21, 2020. |
CUSIP No. 046433108 046433207 | SCHEDULE 13D/A | Page 6 of 6 Pages |
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: August 25, 2020
| 5096 SARANAC LLC | ||
| By: /s/ Daniel G. Keane | ||
| Name: Daniel G. Keane | ||
| Title: Manager | ||
|
/s/ Daniel G. Keane |
||
| DANIEL G. KEANE |