HEICO CORP — Director's Dealing 2014

Feb 28, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEICO CORP (HEI, HEI.A)
CIK: 0000046619
Period of Report: 2014-02-26

Reporting Person: IRWIN THOMAS S (Sr Exec VP)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-26	Class A Common Stock	S	11737	$45.87	Disposed	14488	Direct
2014-02-26	Class A Common Stock	S	14488	$46.061	Disposed	0	Direct
2014-02-26	Common Stock	S	9206	$61.219	Disposed	6541	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	133231	Indirect
Common Stock	92808	Indirect
Class A Common Stock	88954	Indirect

Footnotes

F1: Includes 5,244 shares of Class A Common Stock and 3,149 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.

F2: Represents shares held in the Irwin Family Irrevocable Trust (the Trust) whose trustee is Carrie Irwin, the Reporting Person's daughter and includes 26,646 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.

F3: Represents shares held for the benefit of the Reporting Person by the HEICO Corporation 401(k) Plan and includes 18,429 shares of Common Stock and 17,621 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.