HEICO CORP — Director's Dealing 2012

Jan 5, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEICO CORP (HEI, HEI.A)
CIK: 0000046619
Period of Report: 2012-01-04

Reporting Person: SCHRIESHEIM ALAN (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-01-04	Common Stock	M	3000	$.9858	Acquired	3000	Direct
2012-01-04	Common Stock	S	3000	$57.0362	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-01-04	Option (Right to purchase Common Stock)	$.9858	M	3000	Disposed		Common Stock (3000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	1986	Direct
Class A Common Stock	3437	Indirect

Footnotes

F1: Represents shares held by the estate of deceased spouse.

F2: Options expire 180 days following the date the Reporting Person ceases to serve as Director of the Registrant and have been adjusted for a 5 for 4 stock split distributed by the issuer April 2011.

F3: In addition to these options, the Reporting Person owns directly options entitling the Reporting Person to purchase an aggregate of 63,258 shares of Common Stock and 130,931 shares of Class A Common Stock. These options become exercisable on various dates, expire 180 days following the date the Reporting Person ceases to serve as a Director of the Registrant and have been adjusted for a 5 for 4 stock split distributed by the Issuer April 2011.