HEICO CORP — Director's Dealing 2019

Mar 5, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEICO CORP (HEI, HEI.A)
CIK: 0000046619
Period of Report: 2019-03-01

Reporting Person: MENDELSON VICTOR H (Director, Co-President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-03-01	Common Stock	M	381470	$10.9786	Acquired	1182736	Direct
2019-03-01	Common Stock	F	177200	$93.76	Disposed	1005536	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-03-01	Option (Right to purchase Common Stock)	$10.9786	M	381470	Disposed	2020-09-13	Common Stock (381470.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	284515	Direct
Class A Common Stock	224785	Indirect
Common Stock	172515	Indirect
Common Stock	4762	Indirect
Class A Common Stock	19137	Indirect
Common Stock	92002	Indirect
Class A Common Stock	87118	Indirect
Common Stock	921	Indirect
Class A Common Stock	16135	Indirect
Common Stock	465318	Indirect
Class A Common Stock	137201	Indirect
Common Stock	28806	Indirect
Class A Common Stock	8465	Indirect
Common Stock	1311	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Option (Right to purchase Common Stock)	$15.9351	2021-09-12	Common Stock (305176.0)	305176	Direct
Option (Right to purchase Common Stock)	$21.4098	2023-06-10	Common Stock (122070.0)	122070	Direct
Option (Right to purchase Common Stock)	$29.6704	2025-06-08	Common Stock (97656.0)	97656	Direct
Option (Right to purchase Common Stock)	$24.9498	2025-12-14	Common Stock (97656.0)	97656	Direct
Option (Right to purchase Common Stock)	$44.9638	2027-03-17	Common Stock (195313.0)	195313	Direct
Option (Right to purchase Common Stock)	$70.656	2028-03-16	Common Stock (125000.0)	125000	Direct
Option (Right to purchase Class A Common Stock)	$15.4501	2023-06-10	Class A Common Stock (122070.0)	122070	Direct

Footnotes

F1: 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.

F2: Represents shares owned by VHM Management Limited Partners, a partnership whose sole general partner is a corporation controlled by the Reporting Person.

F3: Represents shares held for the benefit of the Reporting Person by the HEICO Corporation 401(k), based on a plan statement dated March 1, 2019.

F4: 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.

F5: Represents shares owned by the Victor H. Mendelson Revocable Investment Trust which is owned solely by the Reporting Person.

F6: Represents shares held for the reporting person by the HEICO Corporation Leadership Compensation Plan (409A Plan).

F7: These options are exercisable at 20% per year over five years from the date of grant.