SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G/A
(RULE 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b),
(c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934 (“ACT”)
(FINAL AMENDMENT)
Astronics Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
046433108
(CUSIP Number)
December 31, 2017
(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) |
| ☐ | Rule 13d-1(c) |
| ☐ | Rule 13d-1(d) |
| CUSIP No. 046433108 | Page 1 of 8 Pages |
| 1) | Names of Reporting Persons IRS Identification No. Of Above Persons
The PNC Financial Services Group, Inc. 25-1435979 | |||||
| 2) | Check the Appropriate Box if a Member of a Group (See Instructions) a) ☐ b) ☐
| |||||
| 3) | SEC USE ONLY
| |||||
| 4) | Citizenship or Place of Organization
Pennsylvania | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5) | Sole Voting Power *
*See the response to Item 5. | ||||
| 6) | Shared Voting Power *
*See the response to Item 5. | |||||
| 7) | Sole Dispositive Power *
*See the response to Item 5. | |||||
| 8) | Shared Dispositive Power *
*See the response to Item 5. | |||||
| 9) |
Aggregate Amount Beneficially Owned by Each Reporting Person*
*See the response to Item 5. | |||||
| 10) | Check if the Aggregate Amount in Row (9) Excludes Certain Shares See Instructions ☐
| |||||
| 11) | Percent of Class Represented by Amount in Row (9) *
*See the response to Item 5. | |||||
| 12) | Type of Reporting Person (See Instructions)
HC | |||||
| CUSIP No. 046433108 | Page 2 of 8 Pages |
| 1) | Names of Reporting Persons IRS Identification No. Of Above Persons
PNC Bancorp, Inc. 51-0326854 | |||||
| 2) | Check the Appropriate Box if a Member of a Group (See Instructions) a) ☐ b) ☐
| |||||
| 3) | SEC USE ONLY
| |||||
| 4) | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5) | Sole Voting Power *
*See the response to Item 5. | ||||
| 6) | Shared Voting Power *
*See the response to Item 5. | |||||
| 7) | Sole Dispositive Power *
*See the response to Item 5. | |||||
| 8) | Shared Dispositive Power *
*See the response to Item 5. | |||||
| 9) |
Aggregate Amount Beneficially Owned by Each Reporting Person*
*See the response to Item 5. | |||||
| 10) | Check if the Aggregate Amount in Row (9) Excludes Certain Shares See Instructions ☐
| |||||
| 11) | Percent of Class Represented by Amount in Row (9) *
*See the response to Item 5. | |||||
| 12) | Type of Reporting Person (See Instructions)
HC | |||||
| CUSIP No. 046433108 | Page 3 of 8 Pages |
| 1) | Names of Reporting Persons IRS Identification No. Of Above Persons
PNC Bank, National Association 22-1146430 | |||||
| 2) | Check the Appropriate Box if a Member of a Group (See Instructions) 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 *
*See the response to Item 5. | ||||
| 6) | Shared Voting Power *
*See the response to Item 5. | |||||
| 7) | Sole Dispositive Power *
*See the response to Item 5. | |||||
| 8) | Shared Dispositive Power *
*See the response to Item 5. | |||||
| 9) |
Aggregate Amount Beneficially Owned by Each Reporting Person*
*See the response to Item 5. | |||||
| 10) | Check if the Aggregate Amount in Row (9) Excludes Certain Shares See Instructions ☐
| |||||
| 11) | Percent of Class Represented by Amount in Row (9) *
*See the response to Item 5. | |||||
| 12) | Type of Reporting Person (See Instructions)
BK | |||||
| CUSIP No. 046433108 | Page 4 of 8 Pages |
| 1) | Names of Reporting Persons IRS Identification No. Of Above Persons
PNC Capital Advisors, LLC 27-0640560 | |||||
| 2) | Check the Appropriate Box if a Member of a Group (See Instructions) a) ☐ b) ☐
| |||||
| 3) | SEC USE ONLY
| |||||
| 4) | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5) | Sole Voting Power *
*See the response to Item 5. | ||||
| 6) | Shared Voting Power *
*See the response to Item 5. | |||||
| 7) | Sole Dispositive Power *
*See the response to Item 5. | |||||
| 8) | Shared Dispositive Power *
*See the response to Item 5. | |||||
| 9) |
Aggregate Amount Beneficially Owned by Each Reporting Person*
*See the response to Item 5. | |||||
| 10) | Check if the Aggregate Amount in Row (9) Excludes Certain Shares See Instructions ☐
| |||||
| 11) | Percent of Class Represented by Amount in Row (9) *
*See the response to Item 5. | |||||
| 12) | Type of Reporting Person (See Instructions)
IA | |||||
| CUSIP No. 046433108 | Page 5 of 8 Pages |
| 1) | Names of Reporting Persons IRS Identification No. Of Above Persons
PNC Investments LLC 42-1604685 | |||||
| 2) | Check the Appropriate Box if a Member of a Group (See Instructions) a) ☐ b) ☐
| |||||
| 3) | SEC USE ONLY
| |||||
| 4) | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5) | Sole Voting Power *
*See the response to Item 5. | ||||
| 6) | Shared Voting Power *
*See the response to Item 5. | |||||
| 7) | Sole Dispositive Power *
*See the response to Item 5. | |||||
| 8) | Shared Dispositive Power *
*See the response to Item 5. | |||||
| 9) |
Aggregate Amount Beneficially Owned by Each Reporting Person*
*See the response to Item 5. | |||||
| 10) | Check if the Aggregate Amount in Row (9) Excludes Certain Shares See Instructions ☐
| |||||
| 11) | Percent of Class Represented by Amount in Row (9) *
*See the response to Item 5. | |||||
| 12) | Type of Reporting Person (See Instructions)
BD | |||||
| Page 6 of 8 Pages |
ITEM 1(a) - NAME OF ISSUER:
Astronics Corporation
ITEM 1(b) - ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:
130 Commerce Way
East Aurora, New York 14052
ITEM 2(a) - NAME OF PERSON FILING:
The PNC Financial Services Group, Inc.; PNC Bancorp, Inc.; PNC Bank, National
Association; PNC Capital Advisors, LLC; and PNC Investments LLC
ITEM 2(b) - ADDRESS OF PRINCIPAL BUSINESS OFFICE:
The PNC Financial Services Group, Inc. - 300 Fifth Avenue, Pittsburgh, PA 15222-2401
PNC Bancorp, Inc. - 222 Delaware Avenue, Wilmington, DE 19801
PNC Bank, National Association - 300 Fifth Avenue, Pittsburgh, PA 15222-2401
PNC Capital Advisors, LLC - 300 Fifth Avenue, Pittsburgh, PA 15222-2401
PNC Investments LLC - 300 Fifth Avenue, Pittsburgh, PA 15222-2401
ITEM 2(c) - CITIZENSHIP:
The PNC Financial Services Group, Inc. - Pennsylvania
PNC Bancorp, Inc. - Delaware
PNC Bank, National Association - United States
PNC Capital Advisors, LLC - Delaware
PNC Investments LLC - Delaware
ITEM 2(d) - TITLE OF CLASS OF SECURITIES:
Common Stock
ITEM 2(e) - CUSIP NUMBER:
046433108
| ITEM 3 - | IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR 13d-2(b), 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); | ||
| (e) | ☒ | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | ||
| (f) | ☐ | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | ||
| (g) | ☒ | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | ||
| (h) | ☐ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | ||
| (i) | ☐ | A 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) | ☐ | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J); | ||
| (k) | ☐ | Group, in accordance with § 240.13d-1(b)(1)(ii)(K). |
| Page 7 of 8 Pages |
ITEM 4 - OWNERSHIP:
The following information is as of December 31, 2017:
| (a) Amount Beneficially Owned: |
|
* *See the response to Item 5. |
| |
| (b) Percent of Class: |
|
* *See the response to Item 5. |
| |
| (c) Number of shares to which such person has: |
* | |||
| (i) sole power to vote or to direct the vote |
* | |||
| (ii) shared power to vote or to direct the vote |
* | |||
| (iii) sole power to dispose or to direct the disposition of |
* | |||
| (iv) shared power to dispose or to direct the disposition of |
*See the response to Item 5. | |||
The inclusion of the reporting persons and such securities in this report shall not be deemed an admission of beneficial ownership by the reporting persons for the purposes of Section 13(d) or 13(g) of the Act, or for any other purposes.
ITEM 5 - OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
Each reporting person has ceased to beneficially own more than 5% of the stock of the issuer.
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: |
Included are the following subsidiaries of The PNC Financial Services Group, Inc. - HC:
PNC Bancorp, Inc. - HC (wholly owned subsidiary of The PNC Financial Services Group, Inc.)
PNC Bank, National Association - BK (wholly owned subsidiary of PNC Bancorp, Inc.)
PNC Capital Advisors, LLC - IA (wholly owned subsidiary of PNC Bank, National Association)
PNC Investments LLC - BD (wholly owned subsidiary of PNC Bank, National Association)
ITEM 8 - IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
Not Applicable.
ITEM 9 - NOTICE OF DISSOLUTION OF GROUP:
Not Applicable.
| Page 8 of 8 Pages |
ITEM 10 - CERTIFICATION:
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.
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.
| February 2, 2018 |
February 2, 2018 | |||||||
| Date | Date | |||||||
| By: | /s/ Gregory H. Kozich |
By: | /s/ Mark G. McGlone | |||||
| Signature - The PNC Financial Services Group, Inc. | Signature – PNC Capital Advisors, LLC | |||||||
| Gregory H. Kozich, Senior Vice President & Controller |
Mark G. McGlone, President | |||||||
| Name & Title | Name & Title | |||||||
| February 2, 2018 |
February 2, 2018 | |||||||
| Date | Date | |||||||
| By: | /s/ Bruce H. Colbourn |
By: | /s/ Richard R. Guerrini | |||||
| Signature - PNC Bancorp, Inc. | Signature – PNC Investments LLC | |||||||
| Bruce H. Colbourn, Chairman |
Richard R. Guerrini, President & CEO | |||||||
| Name & Title | Name & Title | |||||||
| February 2, 2018 |
||||||||
| Date | ||||||||
| By: | /s/ Gregory H. Kozich |
|||||||
| Signature - PNC Bank, National Association | ||||||||
| Gregory H. Kozich, Executive Vice President & Controller |
||||||||
| Name & Title | ||||||||
AN AGREEMENT TO FILE A JOINT STATEMENT WAS PREVIOUSLY FILED