HEICO CORP — Director's Dealing 2012

Jan 24, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEICO CORP (HEI, HEI.A)
CIK: 0000046619
Period of Report: 2011-12-05

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-12-05	Common Stock	G	84	—	Disposed	294331	Direct
2011-12-05	Common Stock	G	311	—	Disposed	294020	Direct
2011-12-05	Common Stock	G	840	—	Disposed	293180	Direct
2011-12-30	Common Stock	G	1025	—	Disposed	292155	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	88105	Direct
Class A Common Stock	100170	Indirect
Common Stock	128687	Indirect
Common Stock	1483	Indirect
Class A Common Stock	1708	Indirect
Common Stock	33500	Indirect
Class A Common Stock	31027	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 January 20, 2012.