HEICO CORP — Director's Dealing 2012

Apr 23, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEICO CORP (HEI, HEI.A)
CIK: 0000046619
Period of Report: 2012-04-19

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-04-19	Common Stock	S	20000	$50.8333	Disposed	303479	Direct
2011-11-18	Common Stock	G	1740	—	Disposed	47716	Indirect
2011-12-07	Common Stock	G	175	—	Disposed	47541	Indirect
2012-01-20	Common Stock	G	1255	—	Disposed	46286	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	120039	Direct
Common Stock	628725	Indirect
Common Stock	436027	Indirect
Class A Common Stock	366	Indirect
Class A Common Stock	100170	Indirect
Common Stock	70	Indirect
Class A Common Stock	116	Indirect
Class A Common Stock	20352	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.

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

F3: Represents shares owned by Mendelson International Corporation, a corporation of which the Reporting Person is the Chairman of the Board. 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 April 19, 2012.

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