Sec Form 4 Filing - MENDELSON VICTOR H @ HEICO CORP - 2021-09-24

Insider filing report for Changes in Beneficial Ownership
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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
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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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/YY)
09/24/2021
(Street)
MIAMI, FL33131
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
Common Stock 1,068,199 D
Class A Common Stock 174,047 D
Class A Common Stock 210,483 I Owned by Corporation ( 1 )
Common Stock 172,515 I Owned by Partnership ( 2 )
Common Stock 4,762 I As custodian for children
Class A Common Stock 19,136 I As custodian for children
Common Stock 92,535 I By 401(k) ( 3 )
Class A Common Stock 87,694 I By 401(k) ( 3 )
Common Stock 921 I By Keogh Account
Class A Common Stock 16,133 I By Keogh Account
Common Stock 565,662 I By Trusts ( 4 )
Class A Common Stock 137,199 I By Trusts ( 4 )
Common Stock 28,806 I By Trusts ( 5 )
Class A Common Stock 8,465 I By Trusts ( 5 )
Common Stock 4,072 I By 409A Plan ( 6 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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 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) $ 21.4098 ( 7 ) 06/10/2023 Common Stock 122,070 122,070 D
Option (Right to purchase Common Stock) $ 29.6704 ( 7 ) 06/08/2025 Common Stock 97,656 97,656 D
Option (Right to purchase Common Stock) $ 24.9498 ( 7 ) 12/14/2025 Common Stock 97,656 97,656 D
Option (Right to purchase Common Stock) $ 44.9638 ( 7 ) 03/17/2027 Common Stock 195,313 195,313 D
Option (Right to purchase Common Stock) $ 70.656 ( 7 ) 03/16/2028 Common Stock 125,000 125,000 D
Option (Right to purchase Common Stock) $ 134.7 09/24/2021 A 125,000 ( 7 ) 09/24/2031 Common Stock 125,000 $ 0 125,000 D
Option (Right to purchase Class A Common Stock) $ 15.4501 ( 7 ) 06/10/2023 Class A Common Stock 122,070 122,070 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MENDELSON VICTOR H
825 BRICKELL BAY DRIVE, SUITE 1644
MIAMI, FL33131
X Co-President
Signatures
/s/ Victor H. Mendelson 09/27/2021
Signature of Reporting Person Date
Explanation of Responses:
( 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 )Represents shares held for the benefit of the Reporting Person by the HEICO Corporation 401(k), based on a plan statement dated September 22, 2021.
( 4 )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.
( 5 )Represents shares owned by the Victor H. Mendelson Revocable Investment Trust which is owned solely by the Reporting Person.
( 6 )Represents shares held for the reporting person by the HEICO Corporation Leadership Compensation Plan (409A Plan).
( 7 )These options are exercisable at 20% per year over five years from the date of grant.

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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