HEICO Corporation
HEICO CORP (Form: 4, Received: 03/20/2017 17:16:11)
FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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 ERIC A
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. Date of Earliest Transaction (MM/DD/YYYY)

3/17/2017
(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)
Code V Amount (A) or (D) Price

Table II - Derivative Securities 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 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 Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Option (Right to purchase Common Stock)   $16.1751                      (1) 9/14/2019   Common Stock   244141.0     244141   D    
Option (Right to purchase Common Stock)   $21.4426                      (2) 9/13/2020   Common Stock   195313.0     195313   D    
Option (Right to purchase Common Stock)   $31.1232                      (3) 9/12/2021   Common Stock   156250.0     156250   D    
Option (Right to purchase Common Stock)   $41.816                      (4) 6/10/2023   Common Stock   62500.0     62500   D    
Option (Right to purchase Common Stock)   $57.95                      (5) 6/8/2025   Common Stock   50000.0     50000   D    
Option (Right to purchase Common Stock)   $48.73                      (6) 12/14/2025   Common Stock   50000.0     50000   D    
Option (Right to purchase Class A Common Stock)   $30.176                      (7) 6/10/2023   Class A Common Stock   62500.0     62500   D    
Common Stock   $87.82   3/17/2017     A      100000         (8) 3/17/2027   Common Stock   100000.0   $0   100000   D    

Explanation of Responses:
( 1)  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 become exercisable on various dates and expire on September 14, 2019.
( 2)  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.
( 3)  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.
( 4)  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.
( 5)  The Reporting Person owns directly Options entitling the Reporting Person to purchase an aggregate of 50,000 shares of Common Stock at an exercise price of $57.95 per share, as adjusted for stock splits and stock dividends. These Options become exercisable on various dates and expire on June 8, 2025.
( 6)  The Reporting Person owns directly Options entitling the Reporting Person to purchase an aggregate of 50,000 shares of Common Stock at an exercise price of $48.73 per share, as adjusted for stock splits and stock dividends. These Options become exercisable on various dates and expire on December 14, 2025.
( 7)  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 $30.1760 per share, as adjusted for stock splits and stock dividends. These Options become exercisable on various dates and expire on June 10, 2023.
( 8)  These Options become exercisable 20% per year over five years from the date of Grant.

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

Signatures
/s/ Eric A. Mendelson 3/20/2017
** 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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