HEICO CORP — Director's Dealing 2011

Feb 25, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEICO CORP (HEI, HEI.A)
CIK: 0000046619
Period of Report: 2011-02-23

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-23	Common Stock	M	100000	$11.3058	Acquired	167051	Direct
2011-02-23	Common Stock	S	50000	$56.4612	Disposed	117051	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-23	Option (right to purchase Common Stock)	$11.3058	M	100000	Disposed	2011-06-11	Common Stock (100000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	68945	Direct
Class A Common Stock	80136	Indirect
Common Stock	102950	Indirect
Common Stock	1187	Indirect
Class A Common Stock	1367	Indirect
Common Stock	26675	Indirect
Class A Common Stock	24551	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 whos sold 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 February 22, 2011.

F4: Reporting Person owns directly options entitling Reporting Person to purchase an aggregate of 434,375 shares of Common Stock and 31,251 shares of Class A Common Stock. These options become exercisable on various dates and have various expiration dates.