HEICO CORP — Director's Dealing 2011

Mar 3, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEICO CORP (HEI, HEI.A)
CIK: 0000046619
Period of Report: 2010-12-06

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-12-28	Common Stock	G	47	—	Disposed	49684	Indirect
2010-12-06	Class A Common Stock	G	185	—	Disposed	16283	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	278757	Direct
Class A Common Stock	94332	Direct
Common Stock	502980	Indirect
Common Stock	348822	Indirect
Class A Common Stock	293	Indirect
Class A Common Stock	80136	Indirect
Common Stock	0	Indirect
Class A Common Stock	0	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: Amount of securities beneficially owned includes 34,066 shares of Common Stock and 31,587 shares of Class A Common Stock formerly held for the benefit of the Reporting Person by the HEICO Corporation 401(k) plan.

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.