HEICO CORP — Director's Dealing 2014

Mar 7, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEICO CORP (HEI, HEI.A)
CIK: 0000046619
Period of Report: 2014-03-05

Reporting Person: MENDELSON LAURANS A (Director, COB and CEO, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-03-05	Common Stock	S	32000	$63.9106	Disposed	950381	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	474184	Direct
Class A Common Stock	193512	Direct
Common Stock	681290	Indirect
Class A Common Stock	571	Indirect
Class A Common Stock	156515	Indirect
Common Stock	436	Indirect
Class A Common Stock	645	Indirect
Common Stock	69650	Indirect
Class A Common Stock	31797	Indirect

Footnotes

F1: Represents shares owned by LAM Limited Partners, a partnership whose sole general partner is a corporation controlled by Arlene Mendelson, the wife of the Reporting Person.

F2: Represents shares owned by LAM Alpha Limited Partners, a partnership whose sole general partner is a corporation controlled by the Reporting Person.

F3: Represents shares owned by Mendelson International Corporation, a corporation of which the Reporting Person is the Chairman of the Board. The Reporting Person disclaims beneficial ownership of securities held by Mendelson International Corporation.

F4: Represents shares held for the benefit of the Reporting Person by the HEICO Corporation 401(k), based on a plan statement dated March 5, 2014, inclusive of a mandatory distribution during the first quarter of fiscal 2014.

F5: Represents shares owned by the Laurans A. and Arlene H. Mendelson Charitable Foundation, Inc. (the Foundation), a non-profit Charitable Corporation. The Reporting Person disclaims beneficial ownership of securities held by the Foundation.