HEICO CORP — Director's Dealing 2011

Oct 19, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEICO CORP (HEI, HEI.A)
CIK: 0000046619
Period of Report: 2011-10-17

Reporting Person: MENDELSON ERIC A (Director, Co- President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-10-17	Common Stock	M	7813	$7.4357	Acquired	149751	Direct
2011-10-17	Common Stock	M	70313	$7.5054	Acquired	220064	Direct
2011-10-17	Common Stock	M	109375	$5.0443	Acquired	329439	Direct
2011-10-17	Common Stock	M	74219	$5.0037	Acquired	403658	Direct
2011-10-17	Common Stock	F	109243	$53.48	Disposed	294415	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-10-17	Option (right to purchase common stock)	$7.4357	M	7813	Disposed	2012-06-17	Common Stock (7813)	Direct
2011-10-17	Option (right to purchase common stock)	$7.5054	M	70313	Disposed	2012-06-17	Common Stock (70313)	Direct
2011-10-17	Option (right to purchase common stock)	$5.0443	M	109375	Disposed	2013-03-17	Common Stock (109375)	Direct
2011-10-17	Option (right to purchase common stock)	$5.0037	M	74219	Disposed	2013-03-17	Common Stock (74219)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	86193	Direct
Class A Common Stock	100170	Indirect
Common Stock	128687	Indirect
Common Stock	1483	Indirect
Class A Common Stock	1708	Indirect
Common Stock	33464	Indirect
Class A Common Stock	30978	Indirect

Footnotes

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

F2: Represents shares owned by EAM 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 17, 2011.

F4: Options became exercisable 20% per year over five years from date of grant.

F5: In addition to these options, the Reporting Person owns directly options entitling the Reporting Person to purchase an aggregate of 381,250 shares of Common Stock and 39,064 shares of Class A Common Stock. These options become exercisable on various dates and have various expiration dates.