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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 2)*
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ASTRONICS CORP (Name of Issuer) |
Common Stock (Title of Class of Securities) |
046433108 (CUSIP Number) |
09/30/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 046433108 |
| 1 | Names of Reporting Persons
ACK Asset Management LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,230,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
4.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IA |
SCHEDULE 13G
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| CUSIP No. | 046433108 |
| 1 | Names of Reporting Persons
Richard Meisenberg | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,230,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
4.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC |
SCHEDULE 13G
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| CUSIP No. | 046433108 |
| 1 | Names of Reporting Persons
John Reilly | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,230,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
4.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
ASTRONICS CORP | |
| (b) | Address of issuer's principal executive offices:
130 COMMERCE WAY, -, EAST AURORA, NEW YORK, 14052-2164. | |
| 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. | |
| (b) | Address or principal business office or, if none, residence:
The address of the principal business office of ACK, Richard Meisenberg and John Reilly is 777 West Putnam Ave., Stark Office Suites, Greenwich, CT 06830 | |
| (c) | Citizenship:
ACK is a Delaware limited liability company. Mr. Meisenberg and Mr. Reilly are United States
citizens.
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| (d) | Title of class of securities:
Common Stock | |
| (e) | CUSIP No.:
046433108 | |
| 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);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | 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 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
The percentages used herein are calculated based upon the Shares of common stock issued
and outstanding as of December 31, 2024 as reported on the Issuer's annual report on Form
10-K filed with the Securities and Exchange Commission by the Issuer for the annual period
ended December 31, 2024.
As of September 30,2025:
1. ACK Asset Management LLC
Amount beneficially owned: 1,230,000
2. Richard Meisenberg
Amount beneficially owned: 1,230,000
3. John Reilly
Amount beneficially owned: 1,230,000
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 1,230,000 Shares (constituting approximately
4.96% of the Shares outstanding). Each of ACK, Mr. Meisenberg and Mr.Reilly disclaims
beneficial ownership of any of the securities covered by this statement. | |
| (b) | Percent of class:
1. ACK Asset Management LLC
Percent of class: 3.96%
2. Richard Meisenberg
Percent of class: 3.96%
3. John Reilly
Percent of class: 3.96% %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
1. ACK Asset Management LLC
Sole power to vote or direct the vote: -0-
2. Richard Meisenberg
Sole power to vote or direct the vote: -0-
3. John Reilly
Sole power to vote or direct the vote: -0- | ||
| (ii) Shared power to vote or to direct the vote:
1. ACK Asset Management LLC
Shared power to vote: 1,230,000
2. Richard Meisenberg
Shared power to vote: 1,230,000
3. John Reilly
Shared power to vote: 1,230,000 | ||
| (iii) Sole power to dispose or to direct the disposition of:
1. ACK Asset Management LLC
Sole power to dispose or direct the disposition: -0-
2. Richard Meisenberg
Sole power to dispose or direct the disposition: -0-
3. John Reilly
Sole power to dispose or direct the disposition: -0- | ||
| (iv) Shared power to dispose or to direct the disposition of:
1. ACK Asset Management LLC
Shared power to dispose or direct the disposition: 1,230,000
2. Richard Meisenberg
Shared power to dispose or direct the disposition: 1,230,000
3. John Reilly
Shared power to dispose or direct the disposition: 1,230,000 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
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Ownership of 5 percent or less of a class
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
See Correspondence. | ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
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.
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