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 ERIC A (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	133288	Direct
2012-12-12	Class A Common Stock	M	13673	$4.0354	Acquired	146961	Direct
2012-12-12	Class A Common Stock	M	9279	$4.003	Acquired	156240	Direct
2012-12-12	Class A Common Stock	F	16796	$34.44	Disposed	139444	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)	$4.003	M	9279	Disposed	2013-03-17	Class A Common Stock (9279)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	364592	Direct
Class A Common Stock	125212	Indirect
Common Stock	160858	Indirect
Common Stock	1853	Indirect
Class A Common Stock	2134	Indirect
Common Stock	42079	Indirect
Class A Common Stock	39067	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 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 which become exercisable on various dates and have various expiration dates.