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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 2270 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) |
7. Title and Amount of Underlying Securities (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) |
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| (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
| Option (Right to purchase Common Stock) | $ 16.1751 | Â | Â | Â | Â | Â | Â (7) | 09/14/2019 | Common Stock | Â | 244,141 | Â | ||
| Option (Right to purchase Common Stock) | $ 21.4426 | Â | Â | Â | Â | Â | Â (8) | 09/13/2020 | Common Stock | Â | 195,313 | Â | ||
| Option (Right to purchase Common Stock) | $ 31.1232 | Â | Â | Â | Â | Â | Â (9) | 09/12/2021 | Common Stock | Â | 156,250 | Â | ||
| Option (Right to purchase Common Stock) | $ 41.816 | Â | Â | Â | Â | Â | Â (10) | 06/10/2023 | Common Stock | Â | 62,500 | Â | ||
| Option (Right to purchase Common Stock) | $ 57.95 | Â | Â | Â | Â | Â | Â (11) | 06/08/2025 | Common Stock | Â | 50,000 | Â | ||
| Option (Right to purchase Common Stock) | $ 48.73 | Â | Â | Â | Â | Â | Â (11) | 12/14/2025 | Common Stock | Â | 50,000 | Â | ||
| Option (Right to purchase Class A Common Stock) | $ 30.176 | Â | Â | Â | Â | Â | Â (12) | 06/10/2023 | Class A Common Stock | Â | 62,500 | Â | ||
| 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 |  |
| /s/ Victor H. Mendelson | 12/12/2016 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (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. |