HEICO CORP — Director's Dealing 2012

Jun 4, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEICO CORP (HEI, HEI.A)
CIK: 0000046619
Period of Report: 2012-05-24

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-24	Common Stock	G	600	—	Disposed	364592	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	110131	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: Amount of Securities beneficially owned by the Reporting Person includes 73,037 shares of Common Stock and 22,026 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 Victor 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 the Issuer pursuant to a 5 for 4 stock split.

F3: Represents shares owned by EAM Management Limited Partners, a partnership whose sole general partner is a corporation controlled by the Reporting Person and includes 32,171 shares of Common Stock acquired on April 25, 2012 upon receipt of shares distributed by the Issuer pursuant to a 5 for 4 stock split.

F4: Includes 370 shares of Common Stock and and 426 shares of Class A Common Stock acquired on April 25, 2012 upon receipt of shares distributed by the 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 May 24, 2012.