HEICO CORP — Director's Dealing 2012

Dec 21, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEICO CORP (HEI, HEI.A)
CIK: 0000046619
Period of Report: 2012-12-20

Reporting Person: MENDELSON VICTOR H (Director, Co-President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-20	Class A Common Stock	P	3200	$31.1109	Acquired	3200	Indirect
2012-12-20	Class A Common Stock	P	50	$31.25	Acquired	3250	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	438455	Direct
Class A Common Stock	174739	Direct
Class A Common Stock	125212	Indirect
Common Stock	70663	Indirect
Common Stock	1952	Indirect
Class A Common Stock	5216	Indirect
Common Stock	34737	Indirect
Class A Common Stock	32098	Indirect

Footnotes

F1: Represents shares owned by Mendelson International Corporation whose stock is owned solely by the Reporting Person and Eric Mendelson, the brother of the Reporting Person.

F2: Represents shares owned by VHM Management Limited Partners, a partnership whose sole 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 December 20, 2012.