(7)	Sole Voting Power

___________________________________________________

 

 

(7)	Sole Voting Power

(10)	Shared Dispositive Power

________________________________________

 

 

 

 

 

 

(7)	Sole Voting Power

(10)	Shared Dispositive Power

     ---------------------------------------------------------------------------------------------

_____________________________________________

 

 

 

 

 

(7)	Sole Voting Power

(10)	Shared Dispositive Power

____________________________________________

 

 

 

 

Item 1.	Security and Issuer
Common Stock $0.05 par value per share (“Common Stock”), Astro-Med, Inc., 600 East Greenwich Avenue, West Warwick, Rhode Island 02893.
Item 2.	Identity and Background
	(a)	This statement is being filed by:
		(i)  Estate of Albert W. Ondis
		(ii)  Albert W. Ondis III
		(iii)  Alexis Ondis
		(iv)  April Ondis
	(b)	The business address for each of the reporting persons is:  c/o Astro-Med, Inc., 600 East Greenwich Avenue, West Warwick, Rhode Island 02893;
	(c)	(i) Albert W. Ondis III is employed by Astro-Med, Inc. (ii) Alexis Ondis is not currently employed. (iii) April Ondis is employed by Astro-Med, Inc.
	(d)	During the last five years, none of the reporting persons has been convicted in a criminal proceeding.
	(e)	During the last five years, none of the reporting persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction with respect to, and none of the reporting persons is subject to a judgment, decree or final order enjoining violations of, or prohibiting or mandating activities subject to, federal or state securities laws.
	(f)	Each reporting person is organized in, or are citizens of, the United States.
Item 3.		Source and Amount of Funds or Other Consideration
(i) The shares described herein as held by the Estate of Albert W. Ondis (the “Estate”) were acquired by the Estate upon the death of Albert W. Ondis.  Albert W. Ondis, the recently retired CEO and Chairman of the Board of Directors of Astro-Med, Inc. (the “Issuer”), died on July 1, 2011.  Prior to that date, Albert W. Ondis filed reports on Schedule 13G in connection with his beneficial ownership of the Issuer’s common stock. (ii) Albert W. Ondis III (son of Albert W. Ondis) is deemed to have acquired beneficial ownership of the 1,597,410 shares held by the Estate as a result of his appointment as a co-executor of the Estate.  No funds were expended by Albert W. Ondis III in connection with acquiring beneficial ownership of the Issuer’s common stock held by the Estate.  Mr. Ondis also directly owns 125,230 shares of the Issuer’s common stock which were acquired by gift from his father, Albert W. Ondis, or as incentive compensation through his employment with the Issuer. (iii) Alexis Ondis (daughter of Albert W. Ondis) is deemed to have acquired beneficial ownership of the 1,597,410 shares held by the Estate as a result of his appointment as a co-executor of the Estate.  No funds were expended by Alexis Ondis in connection with acquiring beneficial ownership of the Issuer’s common stock held by the Estate.  Ms. Ondis also directly owns 127,712 shares of the Issuer’s common stock which were acquired by gift from her father, Albert W. Ondis. (iv) April Ondis (daughter of Albert W. Ondis) is deemed to have acquired beneficial ownership of the 1,597,410 shares held by the Estate as a result of his appointment as a co-executor of the Estate.  No funds were expended by Alexis Ondis in connection with acquiring beneficial ownership of the Issuer’s common stock held by the Estate.  Ms. Ondis also directly owns 134,360 shares of the Issuer’s common stock which were acquired by gift from her father, Albert W. Ondis, or as incentive compensation through her employment with the Issuer.
Item 4.		Purpose of Transaction
(a)-(j) The Estate, of which Albert W. Ondis, Alexis Ondis and April Ondis are co-executors, beneficially owns more than 5% of the outstanding securities of the Issuer.  Other than as may be described herein, the reporting persons have no plans, in their capacity as an individual investor, which relate to or would result in:  (a) the acquisition by any person of additional securities of the Issuer, or the disposition of the securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization, or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer’s business or corporate structure; (g) changes in the Issuer’s charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) any action similar to any of those enumerated above.
Item 5.	Interest in Securities of the Issuer
	(a)	As of the date of the execution of this statement:
		(i) The aggregate number of securities identified pursuant to Item 1 which are deemed beneficially owned by the Estate is 1,604,978, representing 21.5% of the 7,294,535 shares of the Issuer’s common stock outstanding on July 28, 2011 plus all exercisable options held by the reporting person.

		(ii) The aggregate number of securities identified pursuant to Item 1 which are deemed beneficially owned by Albert W. Ondis III is 1,730,400, representing 23.2% of the 7,294,535 shares of the Issuer’s common stock outstanding on July 28, 2011 plus all exercisable options held by the reporting person.
		(iii) The aggregate number of securities identified pursuant to Item 1 which are deemed beneficially owned by Alexis Ondis is 1,732,688, representing 23.2% of the 7,294,535 shares of the Issuer’s common stock outstanding on July 28, 2011 plus all exercisable options held by the reporting person.
		(iv) The aggregate number of securities identified pursuant to Item 1 which are deemed beneficially owned by April Ondis is 1,739,825, representing 23.3% of the 7,294,535 shares of the Issuer’s common stock outstanding on July 28, 2011 plus all exercisable options held by the reporting person.
	(b)	As of the date of the execution of this statement:
		(i) The number of shares as to which the Estate has sole power to vote or to direct the vote is 1,601,325; the number of shares as to which the Estate has shared power to vote or to direct the vote is 3,653; the number of shares as to which the Estate has sole power to dispose or to direct the disposition is 1,601,325; the number of shares as to which the Estate has shared power to dispose or to direct the disposition is 3,653.
		(ii) The number of shares as to which Albert W. Ondis III has sole power to vote or to direct the vote is 125,230; the number of shares as to which Albert W. Ondis III has shared power to vote or to direct the vote is 1,605,170; the number of shares as to which Albert W. Ondis III has sole power to dispose or to direct the disposition is 125,230; the number of shares as to which Albert W. Ondis III has shared power to dispose or to direct the disposition is 1,605,170.
		(ii) The number of shares as to which Alexis Ondis has sole power to vote or to direct the vote is 127,710; the number of shares as to which Alexis Ondis has shared power to vote or to direct the vote is 1,604,978; the number of shares as to which Alexis Ondis has sole power to dispose or to direct the disposition is 127,710; the number of shares as to which Alexis Ondis has shared power to dispose or to direct the disposition is 1,604,978.
		(ii) The number of shares as to which April Ondis has sole power to vote or to direct the vote is 134,360; the number of shares as to which April Ondis has shared power to vote or to direct the vote is 1,605,465; the number of shares as to which April Ondis has sole power to dispose or to direct the disposition is 134,360; the number of shares as to which April Ondis has shared power to dispose or to direct the disposition 1,605,465.
	(c)	None of the reporting persons have engaged in any transactions in common stock of the Issuer during the past 60 days.
	(d)	No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities;
	(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
The information set forth in Item 4 hereof is hereby incorporated by reference into this Item 6.   Albert W. Ondis III, Alexis Ondis and April Ondis are the children of Albert W. Ondis, who was a founder of the Issuer and the former CEO and Chairman of its board of directors.   Albert W. Ondis III, Alexis Ondis and April Ondis are co-executors of the Estate, but none of them has entered into any agreement with each other or with any other person regarding the shares of common stock beneficially owned by each of them or by the Estate.
Item 7.	Material to Be Filed as Exhibits
Exhibit 1:	Joint Filing Agreement
Exhibit 2.1:	Power of Attorney – Estate of Albert W. Ondis
Exhibit 2.2:	Power of Attorney –Albert W. Ondis III
Exhibit 2.3:	Power of Attorney – Alexis Ondis
Exhibit 2.4:	Power of Attorney – April Ondis

 

 

 

ESTATE OF ALBERT W. ONDIS

By /s/ Albert W.Ondis III

Albert W.Ondis III, Executor

By /s/ Alexis Ondis

Alexis Ondis, Executor

By /s/ April Ondis

April Ondis, Executor

 

 

 

 

 

 

 

 

 

 

 

ESTATE OF ALBERT W. ONDIS

By /s/ Albert W.Ondis III

Albert W.Ondis III, Executor

By /s/ Alexis Ondis

Alexis Ondis, Executor

By /s/ April Ondis

April Ondis, Executor

 

 

 

 

(3)

take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

 

 

 

		/s/ Alexis Ondis
		Alexis Ondis

 

 

		/s/ April Ondis
		April Ondis