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: 2012-06-13

Reporting Person: MENDELSON ERIC A (Director, Co- President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-06-13	Class A Common Stock	M	976	$5.9486	Acquired	111107	Direct
2012-06-13	Class A Common Stock	M	8789	$6.0043	Acquired	119896	Direct
2012-06-13	Class A Common Stock	F	4722	$31.4599	Disposed	115174	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
Common Stock	364592	Direct
Class A Common Stock	125212	Indirect
Common Stock	160858	Indirect
Common Stock	1853	Indirect
Class A Common Stock	2134	Indirect
Common Stock	41964	Indirect
Class A Common Stock	38940	Indirect

Footnotes

F1: Represents shares owned by Mendelson International Corporation whose stock is owned solely by the Reporting Person and Victor Mendelson, the brother of the Reporting Person.

F2: Represents shares owned by EAM Management Limited Partners, a partnership whose sole general partner is a corporation controlled by the Reporting Person.

F3: 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.

F4: 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