HEICO Corporation
HEICO CORP (Form: 4, Received: 03/15/2018 17:20:29)
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 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. Date of Earliest Transaction (MM/DD/YYYY)

3/14/2018
(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   3/14/2018     M    381470   A $10.3521   817713   (1) D    
Common Stock   3/14/2018     F    176700   D $90.07   641013   (1) D    
Class A Common Stock                  227612   (1) D    
Class A Common Stock   12/20/2017     G   V 16063   D $0   194628   (1) I   Owned by Corporation   (2)
Common Stock                  138012   (1) I   Owned by Partnership   (3)
Common Stock                  3810   (1) I   As custodian for children  
Class A Common Stock                  15310   (1) I   As custodian for children  
Common Stock                  73389   (1) I   By 401(k)   (4)
Class A Common Stock                  69466   (1) I   By 401(k)   (4)
Common Stock                  737   (1) I   By Keogh Account  
Class A Common Stock                  12908   (1) I   By Keogh Account  
Common Stock                  372255   (1) I   By Trusts   (5)
Class A Common Stock                  109761   (1) I   By Trusts   (5)
Common Stock                  23045   (1) I   By Trusts   (6)
Class A Common Stock                  6772   (1) I   By Trusts   (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
Option (Right to purchase Common Stock)   $10.3521   3/14/2018     M         381470      (7) 9/14/2019   Common Stock   381470.0   $0   0   D    

Explanation of Responses:
(1)  All shares reflect the impact of a 5-for-4 stock split that was effected January 18, 2018.
(2)  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.
(3)  Represents shares owned by VHM 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 March 13, 2018.
(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 381,470 shares of Common Stock at an exercise price of $10.3521 per share, as adjusted for stock splits and stock dividends. These Options became exercisable on various dates and expire on September 14, 2019.

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 3/15/2018
** 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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