ATRO Astronics Corporation

FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES                                                                                   
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940                       

1. Name and Address of Reporting Person * Kuehn Michael C	2. Issuer Name and Ticker or Trading Symbol ASTRONICS CORP [ ATRO ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                    _____ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) Executive Vice President
(Last)          (First)          (Middle) 130 COMMERCE WAY	3. Date of Earliest Transaction (MM/DD/YYYY) 2/26/2021
(Street) EAST AURORA, NY 14052 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
$.01 PV Com Stk								0	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Option	$35.61							12/12/2018	12/12/2027	$.01PV Com Stk	8050		8050	D
Option	$35.61							12/12/2018	12/12/2027	$.01 PV Cl B Stk	1208		1208	D
Option	$31.57							12/13/2019	12/13/2028	$.01PV Com Stk	12360		12360	D
Restricted Stock Unit	(1)							(2)	(2)	$.01 PV Com Stk	2465		2465	D
Option	$30.04							12/9/2020	12/9/2029	$.01PV Com Stk	18150		18150	D
Restricted Stock Unit	(1)							(3)	(3)	$.01PV Com Stk	8650		8650	D
Option	$14.45							1/22/2022	1/22/2031	$.01PV Com Stk	27000		27000	D
Restricted Stock Unit	(1)	2/26/2021		A		680		(4)	(4)	$.01PV Com Stk	680	$0.00	680	D
Restricted Stock Unit	(1)	2/26/2021		A		10450		(5)	(5)	$.01 PV Com Stk	10450	$0.00	10450	D

Explanation of Responses:
(1)	Each restricted stock unit represents the right to receive, at settlement, one share of common stock.
(2)	Vesting of these restricted stock units depends on Astronics Corp.'s average annual adjusted EBITDA for the period of January 1, 2019-December 31, 2021. The "target" number of restricted stock units is reported. Between 75% and 115%of the target number of units may vest on December 31, 2021, with the vesting percentage determined based on actual performance.
(3)	Vesting of these restricted stock units depends on Astronics Corp.'s average annual adjusted EBITDA for the period January1, 2020- December 31, 2022. The "target" number of restricted stock units is reported. Between 75% and 115% of the target number of units may vest on December 31, 2022, with the vesting percentage determined based on actual performance.
(4)	These restricted stock units vest ratably on each anniversary of the grant date over three years.
(5)	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, 2022, with the vesting percentage determined based on actual performance.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Kuehn Michael C 130 COMMERCE WAY EAST AURORA, NY 14052			Executive Vice President

Signatures
/s/Julie Davis, as Power of Attorney for Michael Kuehn		3/2/2021
**Signature of Reporting Person		Date