HEICO CORP — Director's Dealing 2011

Nov 1, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEICO CORP (HEI, HEI.A)
CIK: 0000046619
Period of Report: 2011-10-28

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-10-28	Class A Common Stock	P	1911	$39.8073	Acquired	117941	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	354200	Direct
Class A Common Stock	100170	Indirect
Common Stock	56531	Indirect
Common Stock	1562	Indirect
Class A Common Stock	4173	Indirect
Common Stock	27606	Indirect
Class A Common Stock	25422	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 October 27, 2011.