HEICO Corporation
HEICO CORP (Form: 4, Received: 04/21/2017 16:10:32)
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 LAURANS 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                      __ X __ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
COB and CEO
(Last)          (First)          (Middle)

3000 TAFT STREET
3. Date of Earliest Transaction (MM/DD/YYYY)

4/19/2017
(Street)

HOLLYWOOD, FL 33021
(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
Common Stock                  592730   (1) D    
Class A Common Stock                  249558   (1) D    
Common Stock   4/19/2017     S    31281   D $69.0852   1114195   (1) I   Owned by Partnership   (2)
Common Stock   4/20/2017     S    2219   D $69.192   1111976   (1) I   Owned by Partnership   (2)
Common Stock   4/21/2017     S    12500   D $69.026   1099476   (1) I   Owned by Partnership   (2)
Common Stock   12/15/2016     G   V 2950   D $0   838037   (1) I   Owned by Partnership   (3)
Class A Common Stock                  713   (1) I   Owned by Partnership   (3)
Class A Common Stock                  169393   (1) I   Owned by Corporation   (4)
Common Stock                  968   (1) I   By 401(k)   (5)
Class A Common Stock                  1205   (1) I   By 401(k)   (5)
Common Stock   3/20/2017     G   V 3625   D $0   57550   (1) I   Owned by Charitable Foundation   (6)
Class A Common Stock                  39746   (1) I   Owned by Charitable Foundation   (6)

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

Explanation of Responses:
(1)  All shares reflect the impact of a 5-for-4 stock split that was effected on April 19, 2017.
(2)  Represents shares owned by LAM Limited Partners, a partnership whose sole general partner is a corporation controlled by Arlene Mendelson, the wife of the Reporting Person.
(3)  Represents shares owned by LAM Alpha Limited Partners, a partnership whose sole general partner is a corporation controlled by the Reporting Person and reflects the contribution of 10,625 shares of HEICO Common Stock to the Laurans A. and Arlene H. Mendelson Charitable Foundation Inc. on December 5, 2016.
(4)  Represents shares owned by Mendelson International Corporation, a corporation of which the Reporting Person is the Chairman of the Board. The Reporting Person disclaims beneficial ownership of securities held by Mendelson International Corporation.
(5)  Represents shares held for the benefit of the Reporting Person by the HEICO Corporation 401(k), based on a plan statement dated April 19, 2017.
(6)  Represents shares owned by the Laurans A. and Arlene H. Mendelson Charitable Foundation, Inc. (the Foundation), a non-profit Charitable Corporation and includes the receipt of 10,625 shares of HEICO Common Stock from LAM Alpha Limited Partners on December 5, 2016. The Reporting Person disclaims beneficial ownership of securities held by the Foundation.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
MENDELSON LAURANS A
3000 TAFT STREET
HOLLYWOOD, FL 33021
X X COB and CEO

Signatures
/s/ Laurans A. Mendelson 4/21/2017
** 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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