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HEICO CORP Director's Dealing 2011

Sep 14, 2011

30075_dirs_2011-09-14_582df763-2b4b-48a1-a928-46c22b45dbc9.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEICO CORP (HEI, HEI.A)
CIK: 0000046619
Period of Report: 2011-09-12

Reporting Person: MAYRHUBER WOLFGANG (Director)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2011-09-12 Common Stock M 15625 $8.5527 Acquired 27733 Direct
2011-09-12 Common Stock F 6603 $48.63 Disposed 21130 Direct
2011-09-12 Class A Common Stock M 1563 $8.5527 Acquired 17078 Direct
2011-09-12 Class A Common Stock F 731 $34.76 Disposed 16347 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2011-09-12 Option (right to purchase Common Stock) $8.5527 M 15625 Disposed 2011-09-17 Common Stock (15625) Direct
2011-09-12 Option (right to purchase Class A Common Stock) $8.5527 M 1563 Disposed 2011-09-17 Class A Common Stock (1563) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 2051 Indirect
Class A Common Stock 8093 Indirect
Class A Common Stock 3446 Indirect

Footnotes

F1: Includes an aggregate of 2,421 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.

F2: Includes an aggregate of 3,103 of Class A 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.

F3: Represents shares held for the Reporting Person by the HEICO Corporation Leadership Compensation Plan (409A Plan) and includes 410 shares of Common Stock and 1,618 shares of Class A 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 split.

F4: Represents shares held for the Reporting Person by the HEICO Deferred Compensation Plan, a non-qualified deferred compensation plan, and includes 689 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 split.