HEICO CORP — Director's Dealing 2012

Apr 2, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEICO CORP (HEI, HEI.A)
CIK: 0000046619
Period of Report: 2012-03-29

Reporting Person: IRWIN THOMAS S (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-29	Class A Common Stock	M	7031	$7.5054	Acquired	7343	Direct
2012-03-29	Class A Common Stock	M	781	$7.4357	Acquired	8124	Direct
2012-03-29	Class A Common Stock	F	300	$40.51	Disposed	7824	Direct
2012-03-29	Common Stock	M	7813	$7.4357	Acquired	52472	Direct
2012-03-29	Common Stock	F	3550	$52.19	Disposed	48922	Direct
2012-04-02	Common Stock	S	20000	$51.21	Disposed	28922	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-29	Option (right to purchase Class A Common Stock)	$7.5054	M	7031	Disposed	2012-06-17	Class A Common Stock (7031)	Direct
2012-03-29	Option (right to purchase Class A Common Stock)	$7.4357	M	781	Disposed	2012-06-17	Class A Common Stock (781)	Direct
2012-03-29	Option (right to purchase Common Stock)	$7.4357	M	7813	Disposed	2012-06-17	Common Stock (7813)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	85268	Indirect
Class A Common Stock	52361	Indirect
Common Stock	55894	Indirect

Footnotes

F1: Represents shares held in the Irwin Family Irrevocable Trust (the Trust) whose trustee is Carrie Irwin, the Reporting Person's daughter.

F2: Represents shares held for the benefit of the Reporting Person by the HEICO Corporation 401(k) Plan based on a plan statement dated March 28, 2012

F3: The Reporting Person owns directly options entitling the Reporting Person to purchase an aggregate of 70,314 shares of Common Stock and 15,625 shares of Class A Common Stock. These options become exercisable on various dates and have various expiration dates.