HEICO CORP — Director's Dealing 2012

Dec 14, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-12	Class A Common Stock	M	16114	$2.8672	Acquired	168583	Direct
2012-12-12	Class A Common Stock	M	13673	$4.0354	Acquired	182256	Direct
2012-12-12	Class A Common Stock	M	9279	$4.003	Acquired	191535	Direct
2012-12-12	Class A Common Stock	F	16796	$34.44	Disposed	174739	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-12-12	Option (right to purchase Class A Common Stock)	$2.8672	M	16114	Disposed	2013-03-17	Class A Common Stock (16114)	Direct
2012-12-12	Option (right to purchase Class A Common Stock)	$4.0354	M	13673	Disposed	2013-03-17	Class A Common Stock (13673)	Direct
2012-12-12	Option (right to purchase Class A Common Stock)	$4.0003	M	9279	Disposed	2013-03-17	Class A Common Stock (9279)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	438455	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 12, 2012.

F4: In addition, the Reporting Person owns directly Options entitling the Reporting Person to purchase an aggregate of 476,563 shares of Common Stock . These Options become exercisable on various dates and have various expiration dates.