HEICO CORP — Director's Dealing 2017

Jan 30, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEICO CORP (HEI, HEI.A)
CIK: 0000046619
Period of Report: 2017-01-26

Reporting Person: SCHRIESHEIM ALAN (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-01-26	Common Stock	M	1731	$0.6309	Acquired	1731	Direct
2017-01-26	Class A Common Stock	M	1305	$0.4754	Acquired	1305	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-01-26	Option (Right to purchase Common Stock)	$0.6309	M	1731	Disposed		Common Stock (1731.0)	Direct
2017-01-26	Option (Right to purchase Class A Common Stock)	$0.4754	M	1305	Disposed		Class A Common Stock (1305.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4575	Indirect
Class A Common Stock	2083	Indirect
Class A Common Stock	5370	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Option (Right to purchase Common Stock)	$1.1158		Common Stock (98841.0)	98841	Direct
Option (Right to purchase Class A Common Stock)	$0.6309		Class A Common Stock (81839.0)	81839	Direct
Option (Right to purchase Class A Common Stock)	$1.1158		Class A Common Stock (61876.0)	61876	Direct

Footnotes

F1: Represents shares held for the Reporting Person by the HEICO Corporation Leadership Compensation Plan (409A Plan).

F2: Represents shares held by the estate of deceased spouse.

F3: The Reporting Person owns directly Options entitling the Reporting Person to purchase an aggregate 59,159 shares of Common Stock at an exercise price of $.6309 per share, as adjusted for stock splits and stock dividends. These options became exercisable on various dates and expire 180 days followed the date the Reporting Person ceases to serve as a Director of the Registrant.

F4: The Reporting Person owns directly Options entitling the Reporting Person to purchase an aggregate 98,841 shares of Common Stock at an exercise price of $1.1158 per share, as adjusted for stock splits and stock dividends. These options became exercisable on various dates and expire 180 days followed the date the Reporting Person ceases to serve as a Director of the Registrant.

F5: The Reporting Person owns directly Options entitling the Reporting Person to purchase an aggregate 18,916 shares of Class A Common Stock at an exercise price of $.4754 per share, as adjusted for stock splits and stock dividends. These options became exercisable on various dates and expire 180 days followed the date the Reporting Person ceases to serve as a Director of the Registrant.

F6: The Reporting Person owns directly Options entitling the Reporting Person to purchase an aggregate 81,839 shares of Class A Common Stock at an exercise price of $.6309 per share, as adjusted for stock splits and stock dividends. These options became exercisable on various dates and expire 180 days following the date the Reporting Person ceases to serve as a Director of the Registrant.

F7: The Reporting Person owns directly Options entitling the Reporting Person to purchase an aggregate 61,876 shares of Class A Common Stock at an exercise price of $1.1158 per share, as adjusted for stock splits and stock dividends. These options became exercisable on various dates and expire 180 days following the date the Reporting Person ceases to serve as a Director of the Registrant.