HEICO CORP — Director's Dealing 2011

Sep 14, 2011

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: MENDELSON ERIC A (Director, Co- President)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-09-12	Employee Stock Option (Right to Buy Common Stock)	$48.63	A	100000	Acquired	2021-09-12	Common Stock (100000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	86193	Direct
Common Stock	141938	Direct
Class A Common Stock	100170	Indirect
Common Stock	128687	Indirect
Common Stock	1483	Indirect
Class A Common Stock	1708	Indirect
Common Stock	33436	Indirect
Class A Common Stock	30927	Indirect

Footnotes

F1: Amount of Securities Beneficially Owned by the Reporting Person includes 28,387 shares of Common Stock and 17,248 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 stock split.

F2: 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 and includes 20,034 shares of Class A Common Stock acquired on April 26, 2011 upon receipt of shares distributed by the Issuer pursuant to a 5 or 4 stock split.

F3: Represents shares owned by EAM Management Limited Partners, a partnership whose sole general partner is a corporation controlled by the Reporting Person and includes 25,737 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.

F4: Includes 296 shares of Common Stock and 341 shares of Class A Common Stock acquired on April 26, 2011 upon receipt of shares distributed by the Issuer pursuant to a 5 for 4 stock split.

F5: Represents shares held for the benefit of the Reporting Person by the HEICO Corporation 401(k), based on a plan statement dated September 12, 2011.

F6: Options became exercisable 20% per year over five years from date of grant.

F7: In addition to these options, the Reporting Person owns directly options entitling the Reporting Person to purchase an aggregate of 542,970 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 and have been adjusted for the 5 for 4 stock split referenced in Note 1 above.