SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

IRWIN THOMAS S

(Last)

(First)

(Middle)

3000 TAFT STREET

(Street)

HOLLYWOOD

33021

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HEICO CORP [ HEI, HEI.A ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Sr Exec VP

3. Date of Earliest Transaction (Month/Day/Year)
12/12/2012

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

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. 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 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	12/12/2012		M		1,055	A	$2.8672	10,835⁽³⁾	D
Class A Common Stock	12/12/2012		M		2,788	A	$4.0345	13,623	D
Class A Common Stock	12/12/2012		M		9,688	A	$2.816	23,311	D
Class A Common Stock	12/12/2012		M		6,001	A	$4.003	29,312	D
Class A Common Stock	12/12/2012		F		8,331	D	$34.44	20,981	D
Common Stock	12/12/2012		M		27,864	A	$4.0354	64,015⁽³⁾	D
Common Stock	12/12/2012		M		60,029	A	$4.003	124,044	D
Common Stock	12/12/2012		F		37,186	D	$43.53	86,858	D
Common Stock								106,585	I	Irwin Family Trust⁽¹⁾
Class A Common Stock								65,786	I	401(k) Plan⁽²⁾
Common Stock								70,116	I	401(k) Plan⁽²⁾

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 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option (right to purchase Class A Common Stock)	$2.8672	12/12/2012		M			1,055⁽⁴⁾	03/17/2008	03/17/2013	Class A Common Stock	1,055	$0	0	D
Option (right to purchase Class A Common Stock)	$4.0354	12/12/2012		M			2,788⁽⁴⁾	03/17/2008	03/17/2013	Class A Common Stock	2,788	$0	0	D
Option (right to purchase Class A Common Stock)	$2.816	12/12/2012		M			9,688⁽⁴⁾	03/17/2008	03/17/2013	Class A Common Stock	9,688	$0	0	D
Option (right to purchase Class A Common Stock)	$4.003	12/12/2012		M			6,001⁽⁴⁾	03/17/2008	03/17/2013	Class A Common Stock	6,001	$0	0	D
Option (right to purchase Common Stock)	$4.0354	12/12/2012		M			27,864⁽⁴⁾	03/17/2008	03/17/2013	Common Stock	27,864	$0	0	D
Option (right to purchase Common Stock)	$4.003	12/12/2012		M			60,029⁽⁴⁾	03/17/2008	03/17/2013	Common Stock	60,029	$0	0	D

Explanation of Responses:

1. Represents shares held in the Irwin Family Irrevocable Trust (the Trust) whose trustee is Carrie Irwin, the Reporting Person's daughter and includes 21,317 shares of Common Stock acquired on April 25, 2012 upon receipt of shares distributed by Issuer pursuant to a 5 for 4 stock split.

2. Represents shares held for the benefit of the Reporting Person by the HEICO Corporation 401(k) Plan based on a plan statement dated December 12, 2012 as adjusted for stock dividends and stock splits.

3. Includes 1956 shares of Class A Common Stock and 7,229 shares of Common Stock acquired on April 25, 2012 upon receipt of shares distributed by the Issuer pursuant to a 5 for 4 stock split.

4. As adjusted for stock dividends and stock splits.

Remarks:

	Thomas S. Irwin	12/14/2012
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.