HEICO CORP — Director's Dealing 2018

Mar 15, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEICO CORP (HEI, HEI.A)
CIK: 0000046619
Period of Report: 2018-03-14

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-03-14	Common Stock	M	381470	$10.3521	Acquired	842030	Direct
2018-03-14	Common Stock	F	176700	$90.07	Disposed	665330	Direct
2017-12-20	Class A Common Stock	G	16063	—	Disposed	194628	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-03-14	Option (Right to purchase Common Stock)	$10.3521	M	381470	Disposed	2019-09-14	Common Stock (381470.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	273607	Direct
Common Stock	12183	Indirect
Class A Common Stock	8064	Indirect
Common Stock	228644	Indirect
Common Stock	314175	Indirect
Common Stock	3619	Indirect
Class A Common Stock	4166	Indirect
Common Stock	88694	Indirect
Class A Common Stock	84335	Indirect
Class A Common Stock	7494	Indirect

Footnotes

F1: All shares reflect the impact of a 5-for-4 stock split that was effected on January 18,2018

F2: 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.

F3: 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.

F4: Represents shares owned by EAM 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 March 13, 2018.

F6: Represents shares held for the Reporting Person by the HEICO Leadership Compensation Plan (409A Plan).

F7: The Reporting Person owns directly Options entitling the Reporting Person to purchase an aggregate of 381,470 shares of Common Stock at an exercise price of $10.3521 per share, as adjusted for stock splits and stock dividends. These Options became exercisable on various dates and expire on September 14, 2019.