HEICO Corporation
HEICO CORP (Form: 5, Received: 12/12/2016 18:15:22)
FORM 5
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
[ ] Form 3 Holdings Reported
[ ] Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

                                                                                  

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

MENDELSON VICTOR H

2. Issuer Name and Ticker or Trading Symbol

HEICO CORP [HEI, HEI.A]

5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Co-President

(Last)          (First)          (Middle)

825 BRICKELL BAY DRIVE, SUITE 1644

3. Statement for Issuer's Fiscal Year Ended (MM/DD/YYYY)
10/31/2016 
(Street)

MIAMI, FL 33131

(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form Filed by One Reporting Person
___ Form Filed by More than One Reporting Person


Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Common Stock                 279176   D    
Class A Common Stock                 145225   D    
Class A Common Stock   12/22/2015     G   7600   D $0   135515   I   Owned by Corporation   (1)
Common Stock                 88328   I   Owned by Partnership   (2)
Common Stock                 2439   (3) I   As custodian for children  
Class A Common Stock                 9800   (3) I   As custodian for children  
Common Stock                 46737   I   By 401(k)   (4)
Class A Common Stock                 44209   I   By 401(k)   (4)
Common Stock                 472   I   By Keogh Account  
Class A Common Stock                 7505   I   By Keogh Account  
Common Stock                 238245   I   By Trusts   (5)
Class A Common Stock                 70248   I   By Trusts   (5)
Common Stock                 14750   I   By Trusts   (6)
Class A Common Stock                 4335   I   By Trusts   (6)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YYYY)
7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Option (Right to purchase Common Stock)   $16.1751                   (7) 9/14/2019   Common Stock   244141.0     244141   D    
Option (Right to purchase Common Stock)   $21.4426                   (8) 9/13/2020   Common Stock   195313.0     195313   D    
Option (Right to purchase Common Stock)   $31.1232                   (9) 9/12/2021   Common Stock   156250.0     156250   D    
Option (Right to purchase Common Stock)   $41.816                   (10) 6/10/2023   Common Stock   62500.0     62500   D    
Option (Right to purchase Common Stock)   $57.95                   (11) 6/8/2025   Common Stock   50000.0     50000   D    
Option (Right to purchase Common Stock)   $48.73                   (11) 12/14/2025   Common Stock   50000.0     50000   D    
Option (Right to purchase Class A Common Stock)   $30.176                   (12) 6/10/2023   Class A Common Stock   62500.0     62500   D    

Explanation of Responses:
( 1)  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.
( 2)  Represents shares owned by VHM Management Limited Partners, a partnership whose sole general partner is a corporation controlled by the Reporting Person.
( 3)  Includes shares received by the Reporting Person's children through gift.
( 4)  Represents shares held for the benefit of the Reporting Person by the HEICO Corporation 401(k), based on a plan statement dated October 31, 2016
( 5)  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.
( 6)  Represents shares owned by the Victor H. Mendelson Revocable Investment Trust which is owned solely by the Reporting Person.
( 7)  The Reporting Person owns directly Options entitling the Reporting Person to purchase an aggregate of 244,141 shares of Common Stock at an exercise price of $16.1751 per share, as adjusted for stock splits and stock dividends. These Options became exercisable on various dates and expire on September 14, 2019.
( 8)  The Reporting Person owns directly Options entitling the Reporting Person to purchase an aggregate of 195,313 shares of Common Stock at an exercise price of $21.4426 per share, as adjusted for stock splits and stock dividends. These Options become exercisable on various dates and expire on September 13, 2020.
( 9)  The Reporting Person owns directly Options entitling the Reporting Person to purchase an aggregate of 156,250 shares of Common Stock at an exercise price of $31.1232 per share, as adjusted for stock splits and stock dividends. These Options become exercisable on various dates and expire on September 12, 2021.
( 10)  The Reporting Person owns directly Options entitling the Reporting Person to purchase an aggregate of 62,500 shares of Common Stock at an exercise price of $41.8160 per share, as adjusted for stock splits and stock dividends. These Options become exercisable on various dates and expire on June 10, 2023.
( 11)  These options become exercisable 20% per year over five years from the date of Grant.
( 12)  The Reporting Person owns directly Options entitling the Reporting Person to purchase an aggregate of 62,500 shares of Class A Common Stock at an exercise price of $30.176 per share, as adjusted for stock splits and stock dividends. These Options become exercisable on various dates and expire on June 10, 2023.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
MENDELSON VICTOR H
825 BRICKELL BAY DRIVE, SUITE 1644
MIAMI, FL 33131
X
Co-President

Signatures
/s/ Victor H. Mendelson 12/12/2016
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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