HEICO Corporation
HEICO CORP (Form: 4, Received: 10/31/2017 12:38:41)
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)

10/16/2017
(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
Common Stock                  368448   D    
Class A Common Stock                  218886   D    
Common Stock                  9746   I   By Keogh Account  
Class A Common Stock                  6451   I   By Keogh Account  
Common Stock                  182915   I   By Trusts   (1)
Class A Common Stock   10/16/2017     G   V 670   D $0   168553   I   Owned by Corporation   (2)
Common Stock                  251340   I   Owned by Partnership   (3)
Common Stock                  2895   I   As custodian for minor children  
Class A Common Stock                  3333   I   As custodian for minor children  
Common Stock                  70892   I   By 401(k)   (4)
Class A Common Stock                  67394   I   By 401(k)   (4)
Class A Common Stock                  5995   I   By 409A Plan   (5)

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)  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.
(2)  Represents shares owned by Mendelson International Corporation whose stock is owned solely by the Reporting Person and Victor Mendelson, the brother of the Reporting Person.
(3)  Represents shares owned by EAM Management Limited Partners, a partnership whose sole general partner is a corporation controlled by the Reporting Person.
(4)  Represents shares held for the benefit of the Reporting Person by the HEICO Corporation 401(k), based on a plan statement dated October 26, 2017.
(5)  Represents shares held for the Reporting Person by the HEICO Leadership Compensation Plan (409A Plan).

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 10/31/2017
** 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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