HEICO CORP — Director's Dealing 2013

Jan 11, 2013

SEC Form 4/A — Form 4/A

Issuer: HEICO CORP (HEI, HEI.A)
CIK: 0000046619
Period of Report: 2012-12-20

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-26	Common Stock	G	1502	—	Disposed	356852	Direct
2012-12-28	Common Stock	G	117066	—	Disposed	239786	Direct
2012-12-20	Class A Common Stock	P	1300	$31.1109	Acquired	2256	Indirect
2012-12-28	Common Stock	G	117066	—	Acquired	117066	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	138488	Direct
Common Stock	6238	Indirect
Class A Common Stock	125212	Indirect
Common Stock	160858	Indirect
Common Stock	1853	Indirect
Class A Common Stock	2134	Indirect
Common Stock	42079	Indirect
Class A Common Stock	39067	Indirect

Footnotes

F1: Amount of Securities beneficially owned by the Reporting Person and previously reported as direct ownership has been amended to exclude 6,238 shares of Common Stock and 956 shares of Class A Common Stock held by the Reporting Person's Keough Account and now included in amounts as set forth in (2) below.

F2: Amounts of Securities beneficially owned by the Reporting Person includes 6,238 shares of Common Stock and 956 shares of Class A Common Stock held by the Reporting Person's Keough Account and previously reported as direct ownership as noted in (1) above.

F3: 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.

F4: Represents shares owned by Mendelson International Corporation whose stock is owned by the Reporting Person and Victor Mendelson, the brother of the Reporting Person.

F5: Represents shares owned by EAM Management Limited Partners, a partnership whose sole general partner is a corporation controlled by the Reporting Person.

F6: Represents shared held for the benefit of the Reporting Person by the HEICO Corporation 401(k), based on a plan statement dated December 20, 2012.