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: IRWIN THOMAS S (Sr Exec VP)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-12	Class A Common Stock	M	1055	$2.8672	Acquired	10835	Direct
2012-12-12	Class A Common Stock	M	2788	$4.0345	Acquired	13623	Direct
2012-12-12	Class A Common Stock	M	9688	$2.816	Acquired	23311	Direct
2012-12-12	Class A Common Stock	M	6001	$4.003	Acquired	29312	Direct
2012-12-12	Class A Common Stock	F	8331	$34.44	Disposed	20981	Direct
2012-12-12	Common Stock	M	27864	$4.0354	Acquired	64015	Direct
2012-12-12	Common Stock	M	60029	$4.003	Acquired	124044	Direct
2012-12-12	Common Stock	F	37186	$43.53	Disposed	86858	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	1055	Disposed	2013-03-17	Class A Common Stock (1055)	Direct
2012-12-12	Option (right to purchase Class A Common Stock)	$4.0354	M	2788	Disposed	2013-03-17	Class A Common Stock (2788)	Direct
2012-12-12	Option (right to purchase Class A Common Stock)	$2.816	M	9688	Disposed	2013-03-17	Class A Common Stock (9688)	Direct
2012-12-12	Option (right to purchase Class A Common Stock)	$4.003	M	6001	Disposed	2013-03-17	Class A Common Stock (6001)	Direct
2012-12-12	Option (right to purchase Common Stock)	$4.0354	M	27864	Disposed	2013-03-17	Common Stock (27864)	Direct
2012-12-12	Option (right to purchase Common Stock)	$4.003	M	60029	Disposed	2013-03-17	Common Stock (60029)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	106585	Indirect
Class A Common Stock	65786	Indirect
Common Stock	70116	Indirect

Footnotes

F1: Represents shares held in the Irwin Family Irrevocable Trust (the Trust) whose trustee is Carrie Irwin, the Reporting Person's daughter and includes 21,317 shares of Common Stock acquired on April 25, 2012 upon receipt of shares distributed by Issuer pursuant to a 5 for 4 stock split.

F2: Represents shares held for the benefit of the Reporting Person by the HEICO Corporation 401(k) Plan based on a plan statement dated December 12, 2012 as adjusted for stock dividends and stock splits.

F3: Includes 1956 shares of Class A Common Stock and 7,229 shares of Common Stock acquired on April 25, 2012 upon receipt of shares distributed by the Issuer pursuant to a 5 for 4 stock split.

F4: As adjusted for stock dividends and stock splits.