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: 2011-12-02

Reporting Person: MENDELSON VICTOR H (Director, Co-President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-12-02	Common Stock	G	425	—	Disposed	353775	Direct
2011-12-05	Common Stock	G	336	—	Disposed	353439	Direct
2011-12-07	Common Stock	G	374	—	Disposed	353065	Direct
2011-12-29	Common Stock	G	1025	—	Disposed	352040	Direct
2011-12-29	Common Stock	G	177	—	Disposed	351863	Direct
2011-12-29	Common Stock	G	143	—	Disposed	351720	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	117941	Direct
Class A Common Stock	100170	Indirect
Common Stock	56531	Indirect
Common Stock	1562	Indirect
Class A Common Stock	4173	Indirect
Common Stock	27636	Indirect
Class A Common Stock	25463	Indirect

Footnotes

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

F2: Represents shares owned by VHM 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.