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

Astronics Corporation

(Name of Issuer)
 

Class B Common Stock, $0.01 par value

(Title of Class of Securities)
 

046433207

(CUSIP Number)
 

August 21, 2020

(Date of event which requires filing of this statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:
 
¨ Rule 13d-1(b)
ý Rule 13d-1(c)
¨ Rule 13d-1(d)
 
(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 the disclosures provided in a prior cover page.

The information required in 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 (the “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. 046433207SCHEDULE 13GPage 2 of 6 Pages

 

1

NAMES OF REPORTING PERSONS

Patricia Dowden

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

450,481*

6

SHARED VOTING POWER

-0-

7

SOLE DISPOSITIVE POWER

450,481*

8

SHARED DISPOSITIVE POWER

-0-

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

450,481*

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

6.4%

12

TYPE OF REPORTING PERSON

IN

         

 

·Includes 448,200 shares of Class B Common Stock held by Delphinium LLC, a Delaware limited liability company of which the Reporting Person serves as the Managing Member, and 2,281 shares of Class B Common Stock held in trust for the benefit of the Reporting Person.

 

CUSIP No. 046433207SCHEDULE 13GPage 3 of 6 Pages

 

Item 1(a). NAME OF ISSUER.
   
  The name of the issuer is Astronics Corporation (the “Company”).

 

Item 1(b). ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:
   
  The Company’s principal executive offices are located at 130 Commerce Way, East Aurora, New York 14052.

 

Item 2(a). NAME OF PERSON FILING:

 

  This statement is filed by Patricia Dowden (the “Reporting Person”), with respect to the shares of Class B Common Stock held by Delphinium LLC, a Delaware limited liability company of which she serves as the Managing Member, as well as the shares of Class B Common Stock held in trust for her benefit.
   
  The filing of this statement should not be construed as an admission that the Reporting Person is, for the purposes of Section 13 of the Act, the beneficial owner of the shares of Class B Common Stock reported herein.

 

Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

 

  The address of the residence of the Reporting Person is 4 Goddu Ave, Winchester, MA 01890.

 

Item 2(c). CITIZENSHIP:

 

  The Reporting Person is a citizen of the United States.

 

Item 2(d). TITLE OF CLASS OF SECURITIES:
   
  Class B Common Stock, par value $0.01 per share (the “Class B Common Stock”)

 

Item 2(e). CUSIP NUMBER:
   
  046433207

 

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);

 

CUSIP No. 046433207SCHEDULE 13GPage 4 of 6 Pages

 

  (e) ¨ Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
  (f) ¨

Employee benefit plan or endowment fund in accordance with

Rule 13d-1(b)(1)(ii)(F);

 

  (g) ¨

Parent holding company or control person in accordance with

Rule 13d-1(b)(1)(ii)(G);

  (h) ¨

Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

  (i) ¨

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) ¨ Non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
  (k) ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

 

 

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please

specify the type of institution:______________________________

 

Item 4. OWNERSHIP.

 

   

The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page for each of the Reporting Persons and is incorporated herein by reference.

 

The percentages set forth herein are calculated based upon 7,026,612 shares of Class B Common Stock outstanding as of August 21, 2020.

 

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.
   
  Not applicable.

 

Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
   
  Not applicable.

 

CUSIP No. 046433207SCHEDULE 13GPage 5 of 6 Pages

  

Item 9. NOTICE OF DISSOLUTION OF GROUP.
   
  Not applicable.

 

Item 10. CERTIFICATION.

 

  Each of the Reporting Persons hereby makes the following certification:
   
  By signing below the Reporting Person certifies that, to the best of her knowledge and belief, the securities referred to above 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.

 

 

CUSIP No. 046433207SCHEDULE 13GPage 6 of 6 Pages

 

SIGNATURES

After reasonable inquiry and to the best of her knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

DATED: August 25, 2020

 

       
/s/ Patricia Dowden    
PATRICIA DOWDEN