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: Walker Steven M (Chief Accounting Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-12	Class A Common Stock	M	7180	$2.816	Acquired	7492	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)	$2.816	D	7180	Disposed	2013-03-17	Class A Common Stock (7180)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2412	Indirect
Class A Common Stock	2057	Indirect

Footnotes

F1: 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.

F2: In addition, the Reporting Person owns directly Options entitling the Reporting Person to purchase an aggregate of 12,813 shares of Class A Common Stock. These Options come exercisable on various dates and have various expiration dates.