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: MENDELSON LAURANS A (Director, COB and CEO, 10% Owner)

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	152547	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	379348	Direct
Common Stock	785905	Indirect
Common Stock	545034	Indirect
Class A Common Stock	457	Indirect
Class A Common Stock	125212	Indirect
Common Stock	214	Indirect
Class A Common Stock	364	Indirect
Common Stock	57857	Indirect
Class A Common Stock	25439	Indirect

Footnotes

F1: Represents shares owned by LAM Limited Partners, a partnership whose sole general partner is a corporation controlled by Arlene Mendelson, the wife of the Reporting person and includes an aggregate of 157,180 shares of 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 owned by LAM Alpha Limited Partners, a partnership whose sole general partner is a corporation controlled by the Reporting Person and includes an aggregate of 109,006 shares of Common Stock and 91 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.

F3: Represents shares owned by Mendelson International Corporation, a corporation of which the Reporting Person is the Chairman of the Board and includes an aggregate of 25,042 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. The Reporting Person disclaims beneficial ownership of securities held by Mendelson International Corporation.

F4: Represents shares held for the benefit of the Reporting Person by the HEICO Corporation 401(k), based on a plan statement dated October 23, 2012.

F5: Represents shares owned by the Laurans A. and Arlene H. Mendelson Charitable Foundation, Inc. (the Foundation), a non-profit Charitable Corporation and includes 11,571 shares of Common Stock and 5,087 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. The Reporting Person disclaims beneficial ownership of securities held by the Foundation.

F6: Includes an aggregate of 75,869 shares of Common Stock and 30,008 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.