HEICO CORP — Director's Dealing 2012

Sep 18, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEICO CORP (HEI, HEI.A)
CIK: 0000046619
Period of Report: 2012-09-14

Reporting Person: Harlow William S (VP - Corporate Development)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-09-14	Option (Right to purchase Class A Common Stock)	$30.84	A	5000	Acquired	2022-09-14	Class A Common Stock (5000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	412	Indirect
Class A Common Stock	557	Indirect
Common Stock	894	Indirect
Class A Common Stock	4058	Indirect

Footnotes

F1: Represent shares held for the benefit of the Reporting Person by the HEICO Corporation 401(k), based on a plan statement dated September 13, 2012.

F2: Represents shares held for the benefit of the Reporting Person by an individual IRA account based on the account statement as of August 31, 2012.

F3: These Options become exercisable 20% per year over five years from the date of grant.