HEICO CORP — Director's Dealing 2010

Dec 20, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEICO CORP (HEI, HEI.A)
CIK: 0000046619
Period of Report: 2010-12-16

Reporting Person: MENDELSON VICTOR H (Director, Co-President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-12-16	Class A Common Stock	M	35438	$11.3058	Acquired	113499	Direct
2010-12-16	Class A Common Stock	F	18.623	$40.71	Disposed	94876	Direct
2010-12-16	Common Stock	M	168750	$11.3058	Acquired	250858	Direct
2010-12-16	Common Stock	F	80442	$56.34	Disposed	170416	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-12-16	Option (right to purchase Class A Common Stock)	$11.3058	M	35438	Disposed	2011-06-11	Class A Common Stock (35438)	Direct
2010-12-16	Option (right to purchase Common Stock)	$11.3058	M	168750	Disposed	2011-06-11	Common Stock (168750)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	80136	Indirect
Common Stock	45225	Indirect
Common Stock	1250	Indirect
Class A Common Stock	1287	Indirect
Common Stock	21950	Indirect
Class A Common Stock	20114	Indirect

Footnotes

F1: Represents shares owned by Mendelson International Corporation whose stock is owned solely by the Reporting Person and Eric Mendelson, the brother of the Reporting Person.

F2: Represents shares owned by VHM Management Limited Partners, a partnership whose sole general partner is a corporation controlled by the Reporting Person

F3: Represents shares held for the benefit of the Reporting Person by the HEICO Corporation 401(k), based on a plan statement dated December 15, 2010.

F4: Reporting Person owns directly options entitling Reporting Person to purchase an aggregate of 434,375 shares of Common Sotck and 48,126 shares of Class A Common Stock. These options become exercisable on various dates and have various expiration dates.