HEICO CORP — Director's Dealing 2016

Oct 31, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEICO CORP (HEI, HEI.A)
CIK: 0000046619
Period of Report: 2016-10-19

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-10-19	Class A Common Stock	G	2450	—	Disposed	154065	Indirect
2016-10-28	Class A Common Stock	G	10950	—	Disposed	143115	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

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 27, 2016.

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