HEICO CORP — Director's Dealing 2012

Oct 29, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEICO CORP (HEI, HEI.A)
CIK: 0000046619
Period of Report: 2012-10-26

Reporting Person: MAYRHUBER WOLFGANG (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-10-26	Class A Common Stock	P	2500	$30.118	Acquired	15135	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	26412	Direct
Class A Common Stock	20433	Direct
Common Stock	2563	Indirect
Class A Common Stock	4308	Indirect

Footnotes

F1: Represents shares held for the Reporting Person by the HEICO Corporation Leadership Compensation Plan (409A Plan) and includes an aggregate of 512 shares of Common Stock and 2,527 shares of Class A Common Stock acquired by the Reporting Person on April 25, 2012 upon receipt of shares distributed by the Issuer pursuant to a 5 for 4 stock split.

F2: Represents shares held for the Reporting Person by the HEICO Deferred Compensation Plan, a non-qualified deferred compensation plan and includes an aggregate of 862 shares of Class A Common Stock acquied by the Reporting Person on April 25, 2012 upon receipt of shares distributed by the Issuer pursuant to a 5 for 4 stock split.

F3: Includes an aggregate of 5,282 shares of Common Stock and 4,086 shares of Class A Common Stock acquired by the Reporting Person on April 25, 2012 upon receipt of shares distributed by the Issuer pursuant to a 5 for 4 stock split.