HEICO CORP — Director's Dealing 2011

Apr 4, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEICO CORP (HEI, HEI.A)
CIK: 0000046619
Period of Report: 2011-03-31

Reporting Person: IRWIN THOMAS S (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-03-31	Class A Common Stock	M	21000	$11.3058	Acquired	23100	Direct
2011-03-31	Class A Common Stock	F	2100	$45.20	Disposed	21000	Direct
2011-04-01	Class A Common Stock	S	20750	$44.5114	Disposed	250	Direct
2011-03-31	Common Stock	M	56250	$9.3818	Acquired	94350	Direct
2011-03-31	Common Stock	F	24921	$63.72	Disposed	69429	Direct
2011-04-01	Common Stock	S	31300	$61.424	Disposed	38129	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-03-31	Option (right to purchase Class A Common Stock)	$11.3058	M	21000	Disposed	2011-06-11	Class A Common Stock (21000)	Direct
2011-03-31	Option (right to purchase Common Stock)	$9.3818	M	56250	Disposed	2012-06-17	Common Stock (56250)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	68215	Indirect
Class A Common Stock	41566	Indirect
Common Stock	44552	Indirect

Footnotes

F1: Represents shares held in the Irwin Family Irrevocable Trust (the Trust) whose trustee is Carrie Irwin, the Reporting Person's daughter.

F2: Represents shares held for the benefit of the Reporting Person by the HEICO Corporation 401(k) Plan based on a plan statement dated March 30, 2011

F3: The Reporting Person owns directly options entitling the Reporting Person to purchase an aggregate of 62,501 shares of Common Stock and 18,750 shares of Class A Common Stock. These options become exercisable on various dates and have various expiration dates.