HEICO CORP — Director's Dealing 2015

Feb 12, 2015

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: HEICO CORP (HEI, HEI.A)
CIK: 0000046619
Period of Report: 2014-10-31

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	285277	Direct
2014-05-28	Common Stock	G	2797	—	Disposed	282480	Direct
2014-10-28	Common Stock	G	189	—	Disposed	282291	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	285708	Direct
Class A Common Stock	140476	Direct
Class A Common Stock	156515	Indirect
Common Stock	88328	Indirect
Common Stock	1439	Indirect
Class A Common Stock	8990	Indirect
Common Stock	46258	Indirect
Class A Common Stock	43693	Indirect
Common Stock	472	Indirect
Class A Common Stock	6115	Indirect
Common Stock	238245	Indirect
Class A Common Stock	70248	Indirect
Common Stock	14750	Indirect
Class A Common Stock	4335	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Option (Right to purchase Common Stock)	$16.1751	2019-09-14	Common Stock (244141.0)	244141	Direct
Option (Right to purchase Common Stock)	$21.4426	2020-09-13	Common Stock (195313.0)	195313	Direct
Option (Right to purchase Common Stock)	$31.1232	2021-09-12	Common Stock (156250.0)	156250	Direct
Option (Right to purchase Common Stock)	$41.816	2023-06-10	Common Stock (62500.0)	62500	Direct
Class A Common Stock	$30.176	2023-06-10	Class A Common Stock (62500.0)	62500	Direct

Footnotes

F1: The Reporting Person and related entities listed on this ownership form inadvertently provided a greater aggregate beneficial ownership amount of 3,998 shares of Common Stock and 807 shares of Class A Common Stock in prior ownership reports. The aforementioned Common Stock difference consists of overstatements totaling 3,469 shares and 1,001 shares for the Reporting Person's direct ownership and as a custodian for a minor child, respectively, partially offset by an understatement of 472 shares for the Reporting Person's Keogh account. The aforementioned Class A Common Stock difference consists of overstatements totaling 3,364 shares and 180 shares for the Reporting Person's direct ownership and trusts, respectively, partially offset by an understatement of 2,470 shares and 267 shares as a custodian for a minor child and for the Reporting Person's Keogh account, respectively.

F2: The Reporting Person believes the overstatements and understatements resulted from inadvertently not reporting certain charitable gifts, certain transfers to his trusts and minor children, and other minor clerical errors.

F3: 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.

F4: Represents shares owned by VHM Management Limited Partners, a partnership whose sole general partner is a corporation controlled by the Reporting Person.

F5: Represents shares held for the benefit of the Reporting Person by the HEICO Corporation 401(k), based on a plan statement dated October 31, 2014

F6: 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.

F7: Represents shares owned by the Victor H. Mendelson Revocable Investment Trust which is owned solely by the Reporting Person.

F8: The Reporting Person owns directly Options entitling the Reporting Person to purchase an aggregate of 244,141 shares of Common Stock at an exercise price of $16.1751 per share, as adjusted for stock splits and stock dividends. These Options became exercisable on various dates and expire on September 14, 2019.

F9: The Reporting Person owns directly Options entitling the Reporting Person to purchase an aggregate of 195,313 shares of Common Stock at an exercise price of $21.4426 per share, as adjusted for stock splits and stock dividends. These Options become exercisable on various dates and expire on September 13, 2020.

F10: The Reporting Person owns directly Options entitling the Reporting Person to purchase an aggregate of 156,250 shares of Common Stock at an exercise price of $31.1232 per share, as adjusted for stock splits and stock dividends. These Options become exercisable on various dates and expire on September 12, 2021.

F11: The Reporting Person owns directly Options entitling the Reporting Person to purchase an aggregate of 62,500 shares of Common Stock at an exercise price of $41.8160 per share, as adjusted for stock splits and stock dividends. These Options become exercisable on various dates and expire on June 10, 2023.

F12: The Reporting Person owns directly Options entitling the Reporting Person to purchase an aggregate of 62,500 shares of Class A Common Stock at an exercise price of $30.176 per share, as adjusted for stock splits and stock dividends. These Options become exercisable on various dates and expire on June 10, 2023.