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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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ASTRONICS CORP (Name of Issuer) |
Common Stock, $0.01 par value per share (Title of Class of Securities) |
046433108 (CUSIP Number) |
Michael Braner 325 Capital LLC, 757 Third Avenue, 20th Floor New York, NY, 10017 646-774-2904 Kenneth A. Schlesinger, Esq. Olshan Frome Wolosky LLP, 1325 Avenue of the Americas New York, NY, 10019 212-451-2300 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
10/15/2025 (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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
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).
SCHEDULE 13D
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| CUSIP No. | 046433108 |
| 1 |
Name of reporting person
325 Capital Master Fund LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
| ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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| CUSIP No. | 046433108 |
| 1 |
Name of reporting person
325 Capital GP, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
| ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. | 046433108 |
| 1 |
Name of reporting person
325 CAPITAL LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
| ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. | 046433108 |
| 1 |
Name of reporting person
Braner Michael David | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
| ||||||||
| 5 |
Check if disclosure of legal proceedings 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| CUSIP No. | 046433108 |
| 1 |
Name of reporting person
FRIEDBERG DANIEL M. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
| ||||||||
| 5 |
Check if disclosure of legal proceedings 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| CUSIP No. | 046433108 |
| 1 |
Name of reporting person
Shrivastava Anil K | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
| ||||||||
| 5 |
Check if disclosure of legal proceedings 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, $0.01 par value per share |
| (b) | Name of Issuer:
ASTRONICS CORP |
| (c) | Address of Issuer's Principal Executive Offices:
130 COMMERCE WAY, -, EAST AURORA,
NEW YORK
, 14052-2164. |
| Item 3. | Source and Amount of Funds or Other Consideration |
Item 3 is hereby amended and restated to read as follows:
As of the date hereof, the Reporting Persons beneficially own 0 Shares of the Issuer. The aggregate purchase price for the 0 Shares beneficially owned by the Reporting Persons is $0 (exclusive of brokerage commissions and other costs of execution). | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Item 5(a) is hereby amended and restated to read as follows:
The aggregate percentage of Shares reported owned by the Reporting Persons is based upon 31,619,410 Shares outstanding as of October 30, 2025, as disclosed in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 6, 2025.
As of the date hereof, 325 Master Fund beneficially owned 0 Shares of the Issuer, constituting 0% of the Shares outstanding.
As of the date hereof, 325 Capital GP beneficially owned 0 Shares of the Issuer, constituting 0% of the Shares outstanding.
As of the date hereof, 325 beneficially owned 0 Shares of the Issuer, constituting 0% of the Shares outstanding.
As of the date hereof, Mr. Braner beneficially owned 0 Shares of the Issuer, constituting 0% of the Shares outstanding.
As of the date hereof, Mr. Friedberg beneficially owned 0 Shares of the Issuer, constituting 0% of the Shares outstanding.
As of the date hereof, Mr. Shrivastava beneficially owned 0 Shares of the Issuer, constituting 0% of the Shares outstanding. |
| (b) | Item 5(b) is hereby amended and restated to read as follows:
(i) 325 Master Fund:
Sole power to vote or direct the vote: 0
Shared power to vote or direct the vote: 0
Sole power to dispose or to direct the disposition: 0
Shared power to dispose or direct the disposition: 0
(ii) 325 Capital GP:
Sole power to vote or direct the vote: 0
Shared power to vote or direct the vote: 0
Sole power to dispose or to direct the disposition: 0
Shared power to dispose or direct the disposition: 0
(iii) 325:
Sole power to vote or direct the vote: 0
Shared power to vote or direct the vote: 0
Sole power to dispose or to direct the disposition: 0
Shared power to dispose or direct the disposition: 0
(iv) Michael Braner:
Sole power to vote or direct the vote: 0
Shared power to vote or direct the vote: 0
Sole power to dispose or to direct the disposition: 0
Shared power to dispose or direct the disposition: 0
(v) Daniel Friedberg:
Sole power to vote or direct the vote: 0
Shared power to vote or direct the vote: 0
Sole power to dispose or to direct the disposition: 0
Shared power to dispose or direct the disposition: 0
(vi) Anil Shrivastava:
Sole power to vote or direct the vote: 0
Shared power to vote or direct the vote: 0
Sole power to dispose or to direct the disposition: 0
Shared power to dispose or direct the disposition: 0 |
| (c) | Item 5(c) is hereby amended and restated to read as follows:
Other than as set forth in Schedule 1 hereto, the Reporting Persons have not entered into any transactions in the securities of the Issuer in the last 60 days. |
| (e) | Item 5(e) is hereby amended and restated as follows:
As of October 15, 2025, the Reporting Persons ceased to beneficially own more than 5% of the outstanding Shares of the Issuer. |
| Item 7. | Material to be Filed as Exhibits. |
Schedule 1 - Transactions in the Shares in the Last 60 Days |
| 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.
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