HEICO CORP — Director's Dealing 2011

Nov 7, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEICO CORP (HEI, HEI.A)
CIK: 0000046619
Period of Report: 2011-10-31

Reporting Person: IRWIN THOMAS S (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-10-31	Common Stock	G	2000	—	Disposed	45659	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	312	Direct
Common Stock	85268	Indirect
Class A Common Stock	52277	Indirect
Common Stock	55833	Indirect

Footnotes

F1: Represents shares held in the Irwin Family Irrevocable Trust (the Trust) whose trustee is Carrie Irwin, the Reporting Person's daughter, and includes 17,053 shares of Common Stock acquired on April 26, 2011 upon receipt of shares distributed by the Issuer pursuant to a 5 for 4 stock split.

F2: Represents shares held for the benefit of the Reporting Person by the HEICO Corporation 401(k) Plan based on a plan statement dated November 4, 2011.

F3: Amount of Securities beneficially Owned by the Reporting Person includes 62 shares of Class A Common Stock and 9,530 shares of Common Stock acquired by the Reporting Person on April 26, 2011 upon receipt of shares distributed by the Issuer pursuant to a 5 for 4 stock split.