HEICO CORP — Major Shareholding Notification 2007

Feb 7, 2007

SC 13G/A 1 a07-3658_1sc13ga.htm SC 13G/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE 13G
(Rule
13d-102)

*INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT*

*TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED*

*PURSUANT TO RULE 13d-2(b)*

*Under the Securities Exchange Act of 1934 (Amendment No. 3)(1)*

*HEICO Corp.*

(Name of Issuer)

*Class A Common Stock, $.01 par value per share*

(Title of Class of Securities)

*422806208*

(CUSIP Number)

*December 31, 2006*

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

x	Rule 13d-1(b)
o	Rule 13d-1(c)
o	Rule 13d-1(d)

(1) The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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| CUSIP No. 422806208 — 1. | Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) Susquehanna Capital Group(1) | |
| --- | --- | --- |
| 2. | Check the Appropriate Box
if a Member of a Group (See Instructions) | |
| | (a) | o |
| | (b) | x |
| 3. | SEC Use Only | |
| 4. | Citizenship or Place of
Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power 606,900 |
| | 6. | Shared Voting Power 1,196,029 |
| | 7. | Sole Dispositive Power 606,900 |
| | 8. | Shared Dispositive Power 1,196,029 |
| 9. | Aggregate Amount
Beneficially Owned by Each Reporting Person 1,196,029 | |
| 10. | Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o | |
| 11. | Percent of Class
Represented by Amount in Row (9) 7.9%* | |
| 12. | Type of Reporting Person
(See Instructions) BD, PN | |

(1) The original Schedule 13G and all prior amendments incorrectly identified the Reporting Person as Susquehanna Investment Group. The Reporting Person in respect of all prior filings should have been Susquehanna Capital Group.

*The reporting persons are affiliated independent broker-dealers that may be deemed to be a group. For purposes of this report, we have indicated that each reporting person has sole voting and dispositive power with respect to the shares beneficially owned by it and that the reporting persons have shared voting and dispositive power with respect to all shares beneficially owned by all of the reporting persons. Each of the reporting persons disclaims beneficial ownership of shares owned directly by the other reporting person.

**Based on 15,134,223 shares as reported in the Issuer’s form 10-K for the fiscal year ended October 31, 2006.

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| CUSIP No. 422806208 — 1. | Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) SIG Specialists, Inc. | |
| --- | --- | --- |
| 2. | Check the Appropriate Box
if a Member of a Group (See Instructions) | |
| | (a) | o |
| | (b) | x |
| 3. | SEC Use Only | |
| 4. | Citizenship or Place of
Organization Pennsylvania | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power 592,452 |
| | 6. | Shared Voting Power 1,196,029 |
| | 7. | Sole Dispositive Power 592,452 |
| | 8. | Shared Dispositive Power 1,196,029 |
| 9. | Aggregate Amount
Beneficially Owned by Each Reporting Person 1,196,029 | |
| 10. | Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o | |
| 11. | Percent of Class
Represented by Amount in Row (9) 7.9%* | |
| 12. | Type of Reporting Person
(See Instructions) BD, CO | |

*The reporting persons are affiliated independent broker-dealers that may be deemed to be a group. For purposes of this report, we have indicated that each reporting person has sole voting and dispositive power with respect to the shares beneficially owned by it and that the reporting persons have shared voting and dispositive power with respect to all shares beneficially owned by all of the reporting persons. Each of the reporting persons disclaims beneficial ownership of shares owned directly by the other reporting person.

**Based on 15,134,223 shares as reported in the Issuer’s form 10-K for the fiscal year ended October 31, 2006.

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Item 1.	(a)	Name of Issuer Heico Corp. (the “Company”)
	(b)	Address of Issuer’s
Principal Executive Offices 3000 Taft Street Hollywood, FL 33021
Item 2.
	(a)	Name of Person Filing (1) Susquehanna Capital Group (a “Reporting Person”) (2) SIG Specialists, Inc.
(a “Reporting Person”)
	(b)	Address of Principal
Business Office or, if none, Residence (1) 401 City Avenue, Suite 220, Bala Cynwyd, PA 19004 (2) 401 City Avenue, Suite
220, Bala Cynwyd, PA 19004
	(c)	Citizenship (1) Delaware (2) Pennsylvania
	(d)	Title of Class of
Securities Class A Common Stock, $.01 par value per share, of the Company (“Common
Stock”)
	(e)	CUSIP Number
Item 3.	If this statement is filed
pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person
filing is a:
	(a)	x	Broker or dealer
registered under section 15 of the Act (15 U.S.C. 78o). SIG Specialists, Inc. Susquehanna Capital Group
	(b)	o	Bank as defined in section
3(a)(6) of the Act (15 U.S.C. 78c).
	(c)	o	Insurance company as
defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
	(d)	o	Investment company
registered under section 8 of the Investment Company Act of 1940 (15 U.S.C
80a-8).
	(e)	o	An investment adviser in
accordance with §240.13d-1(b)(1)(ii)(E);
	(f)	o	An employee benefit plan
or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
	(g)	o	A parent holding company
or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
	(h)	o	A savings associations as
defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813);
	(i)	o	A church plan that is
excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
	(j)	o	Group, in accordance with
§240.13d-1(b)(1)(ii)(J).

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Item 4.
Provide the following
information regarding the aggregate number and percentage of the class of
securities of the issuer identified in Item 1.
(1)	Susquehanna Capital Group
(a)	Amount beneficially owned: 1,196,029
(b)	Percent of class: 7.9%
(c)	Number of shares as to
which the person has:
	(i)	Sole power to vote or to
direct the vote 606,900
	(ii)	Shared power to vote or to
direct the vote 1,196,029
	(iii)	Sole power to dispose or
to direct the disposition of 606,900
	(iv)	Shared power to dispose or
to direct the disposition of 1,196,029
(2)	SIG Specialists, Inc.
(a)	Amount beneficially owned: 1,196,029
(b)	Percent of class: 7.9%
(c)	Number of shares as to
which the person has:
	(i)	Sole power to vote or to
direct the vote 592,452
	(ii)	Shared power to vote or to
direct the vote 1,196,029
	(iii)	Sole power to dispose or
to direct the disposition of 592,452
	(iv)	Shared power to dispose or
to direct the disposition of 1,196,029*

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| Item 5. | Ownership of Five Percent
or Less of a Class |
| --- | --- |
| If this statement is being filed to report the fact
that as of the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of securities, check
the following o . | |
| Item 6. | Ownership of More than
Five Percent on Behalf of Another Person |
| Not applicable | |
| Item 7. | Identification and
Classification of the Subsidiary Which Acquired the Security Being Reported
on By the Parent Holding Company or Control Person |
| Not applicable | |
| Item 8. | Identification and
Classification of Members of the Group |
| Susquehanna Capital Group, BD, PN SIG Specialists, Inc. BD, CO | |
| Item 9. | Notice of Dissolution of
Group |
| Not applicable | |
| Item 10. | Certification |
| By signing below, I certify that, to the best of my
knowledge and belief, the securities referred to above were acquired and are
held in the ordinary course of business and were not acquired and are
not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction
having that purpose or effect. | |

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*Signature*

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date:
Susquehanna Capital Group
By: Susquehanna International Group, LLP, its
general partner
By:	/s/ Todd Silverberg
	Todd Silverberg, General Counsel
SIG Specialists, Inc.
By:	/s/ Todd Silverberg
	Todd Silverberg, General Counsel

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*EXHIBIT INDEX*

EXHIBIT	DESCRIPTION
A	Joint Filing Agreement,
dated February 6, 2007, pursuant to Rule 13d-1(k) between Susquehanna Capital
Group and SIG Specialists, Inc.

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*EXHIBIT A*

JOINT FILING AGREEMENT

The undersigned hereby agree that the statement on Schedule 13G with respect to the shares of Common Stock of HEICO Corp., dated February 6, 2007, and any amendments thereto signed by each of the undersigned shall be filed on behalf of each of them pursuant to and in accordance with the provisions of 13d-1(k) under the Securities Exchange Act of 1934.

| Date: February 6, 2007 | Susquehanna Capital
Group | |
| --- | --- | --- |
| | By: Susquehanna
International Group | |
| | By: | /s/ Todd Silverberg |
| | | Todd Silverberg,
General Counsel |
| Date: February 6, 2007 | SIG Specialists, Inc. | |
| | By: | /s/ Todd Silverberg |
| | | Todd Silverberg General
Counsel |

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