Edgar Filing: HEICO CORP

Ownership Submission

FORM 5

	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Form 3 Holdings Reported
	Form 4 Transactions Reported

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL 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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3235-0362

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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. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
10/31/2014

(Street)

MIAMI,Â FLÂ 33131

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Reporting
(check applicable line)
_X_ Form Filed by One Reporting Person
___ Form Filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	Â	Â	Â	Â	Â	Â	285,708 ⁽¹⁾ ⁽²⁾	D	Â
Common Stock	04/22/2014	Â	G	431	D	$ 0	285,277	D	Â
Common Stock	05/28/2014	Â	G	2,797	D	$ 0	282,480	D	Â
Common Stock	10/28/2014	Â	G	189	D	$ 0	282,291	D	Â
Class A Common Stock	Â	Â	Â	Â	Â	Â	140,476 ⁽¹⁾ ⁽²⁾	D	Â
Class A Common Stock	Â	Â	Â	Â	Â	Â	156,515	I	Owned by Corporation ⁽³⁾
Common Stock	Â	Â	Â	Â	Â	Â	88,328	I	Owned by Partnership ⁽⁴⁾
Common Stock	Â	Â	Â	Â	Â	Â	1,439 ⁽¹⁾ ⁽²⁾	I	As custodian for minor children
Class A Common Stock	Â	Â	Â	Â	Â	Â	8,990 ⁽¹⁾ ⁽²⁾	I	As custodian for minor children
Common Stock	Â	Â	Â	Â	Â	Â	46,258	I	By 401(k) ⁽⁵⁾
Class A Common Stock	Â	Â	Â	Â	Â	Â	43,693	I	By 401(k) ⁽⁵⁾
Common Stock	Â	Â	Â	Â	Â	Â	472 ⁽¹⁾ ⁽²⁾	I	By Keogh Account
Class A Common Stock	Â	Â	Â	Â	Â	Â	6,115 ⁽¹⁾ ⁽²⁾	I	By Keogh Account
Common Stock	Â	Â	Â	Â	Â	Â	238,245	I	By Trusts ⁽⁶⁾
Class A Common Stock	Â	Â	Â	Â	Â	Â	70,248 ⁽¹⁾ ⁽²⁾	I	By Trusts ⁽⁶⁾
Common Stock	Â	Â	Â	Â	Â	Â	14,750	I	By Trusts ⁽⁷⁾
Class A Common Stock	Â	Â	Â	Â	Â	Â	4,335	I	By Trusts ⁽⁷⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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SEC 2270 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

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)

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Option (Right to purchase Common Stock)

$ 16.1751

Â ⁽⁸⁾

09/14/2019

Common Stock

244,141

Option (Right to purchase Common Stock)

$ 21.4426

Â ⁽⁹⁾

09/13/2020

Common Stock

195,313

Option (Right to purchase Common Stock)

$ 31.1232

Â ⁽¹⁰⁾

09/12/2021

Common Stock

156,250

Option (Right to purchase Common Stock)

$ 41.816

Â ⁽¹¹⁾

06/10/2023

Common Stock

62,500

Class A Common Stock

$ 30.176

Â ⁽¹²⁾

06/10/2023

Class A Common Stock

62,500

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
MENDELSON VICTOR H 825 BRICKELL BAY DRIVE, SUITE 1644 MIAMI,Â FLÂ 33131	Â X	Â	Â Co-President	Â

Signatures

Victor H. Mendelson		02/12/2015
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	The Reporting Person and related entities listed on this ownership form inadvertently provided a greater aggregate beneficial ownership amount of 3,998 shares of Common Stock and 807 shares of Class A Common Stock in prior ownership reports. The aforementioned Common Stock difference consists of overstatements totaling 3,469 shares and 1,001 shares for the Reporting Person's direct ownership and as a custodian for a minor child, respectively, partially offset by an understatement of 472 shares for the Reporting Person's Keogh account. The aforementioned Class A Common Stock difference consists of overstatements totaling 3,364 shares and 180 shares for the Reporting Person's direct ownership and trusts, respectively, partially offset by an understatement of 2,470 shares and 267 shares as a custodian for a minor child and for the Reporting Person's Keogh account, respectively.
(2)	The Reporting Person believes the overstatements and understatements resulted from inadvertently not reporting certain charitable gifts, certain transfers to his trusts and minor children, and other minor clerical errors.
(3)	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.
(4)	Represents shares owned by VHM Management Limited Partners, a partnership whose sole general partner is a corporation controlled by the Reporting Person.
(5)	Represents shares held for the benefit of the Reporting Person by the HEICO Corporation 401(k), based on a plan statement dated October 31, 2014
(6)	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.
(7)	Represents shares owned by the Victor H. Mendelson Revocable Investment Trust which is owned solely by the Reporting Person.
(8)	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.
(9)	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.
(10)	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.
(11)	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.
(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.

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