HEICO CORP — Director's Dealing 2013

Dec 6, 2013

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: HEICO CORP (HEI/HEI.A)
CIK: 0000046619
Period of Report: 2013-10-31

Reporting Person: Harlow William S (VP-Acquisitions)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	707	Indirect
Class A Common Stock	915	Indirect
Common Stock	1118	Indirect
Class A Common Stock	5073	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Option (Right to purchase Class A Common Stock)	$24.672	2022-09-14	Class A Common Stock (6250)	6250	Direct

Footnotes

F1: Represents shares held for the benefit of the Reporting Person by the HEICO Corporation 401(k), based on a plan statement dated October 31, 2013 and includes 141 shares of Common Stock and 183 shares of Class A Common Stock acquired by the Reporting Person on October 23, 2013 upon receipt of shares distributed by the Issuer pursuant to a 5 for 4 stock split.

F2: Represents shares held for the benefit of the Reporting Person by an individual IRA account based on the account statement as of October 31, 2013 and includes 224 shares of Common Stock and 1,015 shares of Class A Common Stock acquired by the Reporting Person on October 23, 2013 upon receipt of shares distributed by the Issuer pursuant to a 5 for 4 stock split.

F3: The Reporting Person owns directly Options entitling the Reporting Person to purchase an aggregate of 6,250 shares of Class A Common Stock at an exercise price of $24.672 per share, as adjusted for stock splits and stock dividends. These Options become exercisable on various dates and expire on September 14, 2022.