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: 2011-10-27

Reporting Person: MENDELSON LAURANS A (Director, COB and CEO, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-10-28	Class A Common Stock	P	2009	$39.8073	Acquired	119956	Direct
2011-10-27	Common Stock	G	4450	—	Disposed	49456	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	323562	Direct
Common Stock	628725	Indirect
Common Stock	436027	Indirect
Class A Common Stock	366	Indirect
Class A Common Stock	100170	Indirect
Common Stock	0	Indirect
Class A Common Stock	0	Indirect
Class A Common Stock	20352	Indirect

Footnotes

F1: Represents shares owned by LAM Limited Partners, a partnership whose sole general partner is a corporation controlled by Arlene Mendelson, the wife of the Reporting person.

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

F3: Represents shares owned by Mendelson International Corporation, a corporation of which the Reporting Person is the Chairman of the Board. The Reporting Person disclaims beneficial ownership of securities held by Mendelson International Corporation.

F4: Represents shares held for the benefit of the Reporting Person by the HEICO Corporation 401(k), based on a plan statement dated October 26, 2011.

F5: Represents shares owned by the Laurans A. and Arlene H. Mendelson Charitable Foundation, Inc. (the Foundation), a non-profit Charitable Corporation. The Reporting Person disclaims beneficial ownership of securities held by the Foundation.

F6: Amount of Securities beneficially owned includes 117 shares of Common Stock and 34 shares of Class A Common Stock formerly held for the benefit of the Reporting Person by the HEICO Corporation 401(k) plan.