HEICO CORP — Director's Dealing 2012

Jun 15, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEICO CORP (HEI, HEI.A)
CIK: 0000046619
Period of Report: 2012-05-23

Reporting Person: MENDELSON VICTOR H (Director, Co-President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-23	Common Stock	G	1195	—	Disposed	438455	Direct
2012-06-13	Class A Common Stock	M	976	$5.9486	Disposed	148402	Direct
2012-06-13	Class A Common Stock	M	8789	$6.0043	Disposed	157191	Direct
2012-06-13	Class A Common Stock	F	4722	$31.4599	Disposed	152469	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-06-13	Option (right to purchase Class A Common Stock	$5.9486	M	976	Disposed	2012-06-17	Class A Common Stock (976)	Direct
2012-06-13	Option (right to purchase Class A Common Stock)	$6.0043	M	8789	Disposed	2012-06-17	Class A Common Stock (8789)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	125212	Indirect
Common Stock	70663	Indirect
Common Stock	1952	Indirect
Class A Common Stock	5216	Indirect
Common Stock	34634	Indirect
Class A Common Stock	31985	Indirect

Footnotes

F1: Amount of Securities beneficially owned by the Reporting Person includes 87,930 shares of Common Stock and 29,485 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 owned by Mendelson International Corporation whose stock is owned solely by the Reporting Person and Eric Mendelson, the brother of the Reporting Person and includes 25,042 shares of Class A Common Stock acquired on April 25, 2012 upon receipt of shares distributed by Issuer pursuant to a 5 for 4 stock split.

F3: Represents shares owned by VHM Management Limited Partners, a partnership whose sole general partner is a corporation controlled by the Reporting Person and includes 14,132 shares of Class A Common Stock acquired on April 25, 2012 upon receipt of shares distributed by Issuer pursuant to a 5 for 4 stock split.

F4: Includes 390 shares of Common Stock and 1,043 shares of Class A Common Stock acquired on April 25, 2012 upon receipt of shares distributed by Issuer pursuant to a 5 for 4 stock split.

F5: Represents shares held for the benefit of the Reporting Person by the HEICO Corporation 401(k), based on a plan statement dated June 13, 2012.

F6: In addition, the Reporting Person owns directly Options entitling the Reporting Person to purchase an aggregate of 476,563 shares of Common Stock and 39,066 shares of Class A Common Stock, as adjusted for stock splits and stock dividends. These Options become exercisable on various dates and have various expiration dates