HEICO CORP — Director's Dealing 2014

Dec 19, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEICO CORP (HEI, HEI.A)
CIK: 0000046619
Period of Report: 2014-12-18

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-04-22	Common Stock	G	431	—	Disposed	288746	Direct
2014-05-28	Common Stock	G	2797	—	Disposed	285949	Direct
2014-10-28	Common Stock	G	189	—	Disposed	285760	Direct
2014-12-18	Class A Common Stock	P	1910	$46.9878	Acquired	145750	Direct
2014-12-18	Class A Common Stock	P	635	$46.9878	Acquired	6483	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	156515	Indirect
Common Stock	88328	Indirect
Common Stock	2440	Indirect
Class A Common Stock	6520	Indirect
Common Stock	46258	Indirect
Class A Common Stock	43693	Indirect
Common Stock	238245	Indirect
Class A Common Stock	70428	Indirect
Common Stock	14750	Indirect
Class A Common Stock	4335	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 December 16, 2014.

F4: 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.

F5: Represents shares owned by the Victor H. Mendelson Revocable Investment Trust which is owned solely by the Reporting Person.