HEICO CORP — Director's Dealing 2016

Dec 13, 2016

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: HEICO CORP (HEI, HEI.A)
CIK: 0000046619
Period of Report: 2016-10-31

Reporting Person: MENDELSON ERIC A (Director, Co-President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-12-22	Class A Common Stock	G	7600	—	Disposed	135515	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	294759	Direct
Class A Common Stock	175109	Direct
Common Stock	7797	Indirect
Class A Common Stock	5161	Indirect
Common Stock	146332	Indirect
Common Stock	201072	Indirect
Common Stock	2316	Indirect
Class A Common Stock	2667	Indirect
Common Stock	56502	Indirect
Class A Common Stock	53690	Indirect
Class A Common Stock	3594	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
Option (Right to purchase Common Stock)	$57.95	2025-06-08	Common Stock (50000.0)	50000	Direct
Option (Right to purchase Common Stock)	$48.73	2025-12-14	Common Stock (50000.0)	50000	Direct
Option (Right to purchase Class A Common Stock)	$30.176	2023-06-10	Class A Common Stock (62500.0)	62500	Direct

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 October 31, 2016

F5: Represents shares held for the Reporting Person by the HEICO Leadership Compensation Plan (409A Plan).

F6: 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 become exercisable on various dates and expire on September 14, 2019.

F7: 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.

F8: 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.

F9: 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.

F10: These Options become exercisable 20% per year over five years from the date of Grant.

F11: 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 $30.1760 per share, as adjusted for stock splits and stock dividends. These Options become exercisable on various dates and expire on June 10, 2023.