SEC FORM 5

SEC FORM 5 SEC Form 5

FORM 5

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

ANNUAL 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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

MENDELSON VICTOR H

(Last)

(First)

(Middle)

825 BRICKELL BAY DRIVE, SUITE 1644

(Street)

MIAMI

33131

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Co-President

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
10/31/2022

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 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	10/31/2022		G	1,236	D	$0	1,130,030	D
Class A Common Stock	10/31/2022		G	5,160	D	$0	234,044	D
Class A Common Stock	12/28/2021		G	8,900	D	$0	200,628	I	Owned by Corporation⁽¹⁾
Class A Common Stock	10/31/2022		G	3,888	D	$0	196,740	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							92,708	I	By 401(k)⁽³⁾
Class A Common Stock							87,883	I	By 401(k)⁽³⁾
Common Stock							921	I	By Keogh Account
Class A Common Stock							16,133	I	By Keogh Account
Common Stock	10/31/2022		G	1,236	A	$0	566,898	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 (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)	4. Transaction Code (Instr. 8)	(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 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						⁽⁷⁾	09/24/2031	Common Stock	125,000		125,000	D

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 October 31, 2022.

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.

Remarks:

	/s/ Victor H. Mendelson	11/28/2022
	** 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.

SEC Form 5: Mendelson Victor H received a gift of 1,236 shares, gifted 1,236 shares and gifted 17,948 shares, decreasing direct ownership by 79% to 234,044 units