HEICO CORP — Director's Dealing 2013

Oct 31, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEICO CORP (HEI, HEI.A)
CIK: 0000046619
Period of Report: 2013-10-29

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-10-29	Class A Common Stock	P	1786	$39.229	Acquired	5848	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	293332	Direct
Class A Common Stock	143840	Direct
Class A Common Stock	156515	Indirect
Common Stock	88328	Indirect
Common Stock	2440	Indirect
Class A Common Stock	6520	Indirect
Common Stock	45753	Indirect
Class A Common Stock	43094	Indirect
Common Stock	238245	Indirect
Class A Common Stock	70428	Indirect
Common Stock	14750	Indirect
Class A Common Stock	4335	Indirect

Footnotes

F1: Includes 58,666 shares of Common Stock and 28,768 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 owned by Mendelson International Corporation whose stock is owned solely by the Reporting Person and Eric Mendelson, the brother of the Reporting Person and includes 31,303 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: Represents shares owned by VHM Management Limited Partners, a partnership whose sole general partner is a corporation controlled by the Reporting Person and includes 17,665 shares of 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.

F4: Includes 488 shares of Common Stock and 1,304 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.

F5: Represents shares held for the benefit of the Reporting Person by the HEICO Corporation 401(k), based on a plan statement dated October 23, 2013 and includes 9,151 shares of Common Stock and 8,619 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.

F6: Includes 812 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.

F7: Represents shares gifted by the Reporting Person to trusts for the benefit of the Reporting Person's immediate family members and whose Trustee is the Reporting Person and includes 47,649 shares of Common Stock and 14,049 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.

F8: Represents shares owned by the Victor H. Mendelson Revocable Investment Trust which is owned solely by the Reporting Person and includes 2,950 shares of Common Stock and 867 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.