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 ERIC A (Director, Co-President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-12-18	Class A Common Stock	P	1999	$46.9878	Acquired	175109	Direct
2014-12-18	Class A Common Stock	P	555	$46.9878	Acquired	5161	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	296159	Direct
Common Stock	7797	Indirect
Common Stock	146332	Indirect
Class A Common Stock	156515	Indirect
Common Stock	201072	Indirect
Common Stock	2316	Indirect
Class A Common Stock	2667	Indirect
Common Stock	55973	Indirect
Class A Common Stock	53116	Indirect

Footnotes

F1: 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.

F2: Represents shares owned by Mendelson International Corporation whose stock is owned solely by the Reporting Person and Victor Mendelson, the brother of the Reporting Person.

F3: Represents shares owned by EAM Management Limited Partners, a partnership whose sole general partner is a corporation controlled by the Reporting Person.

F4: 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.