SEC Form 5 · accession 0000046619-15-000008

HEICO CORP · HEI, HEI.A

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Victor H Mendelson

Officer — Co-President · Director

Period of report

Oct 31, 2014

Accepted (ET)

Feb 12, 2015 · 5:09 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000046619

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock	Apr 22, 2014	G	431	$0.00	D	285,277	D
Common Stock	May 28, 2014	G	2,797	$0.00	D	282,480	D
Common Stock	Oct 28, 2014	G	189	$0.00	D	282,291	D
Common Stock^F1,F2	holding	—	—		—	285,708	D
Class A Common Stock^F1,F2	holding	—	—		—	140,476	D
Class A Common Stock^F3	holding	—	—		—	156,515	I	Owned by Corporation
Common Stock^F4	holding	—	—		—	88,328	I	Owned by Partnership
Common Stock^F1,F2	holding	—	—		—	1,439	I	As custodian for minor children
Class A Common Stock^F1,F2	holding	—	—		—	8,990	I	As custodian for minor children
Common Stock^F5	holding	—	—		—	46,258	I	By 401(k)
Class A Common Stock^F5	holding	—	—		—	43,693	I	By 401(k)
Common Stock^F1,F2	holding	—	—		—	472	I	By Keogh Account
Class A Common Stock^F1,F2	holding	—	—		—	6,115	I	By Keogh Account
Common Stock^F6	holding	—	—		—	238,245	I	By Trusts
Class A Common Stock^F1,F2,F6	holding	—	—		—	70,248	I	By Trusts
Common Stock^F7	holding	—	—		—	14,750	I	By Trusts
Class A Common Stock^F7	holding	—	—		—	4,335	I	By Trusts

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Option (Right to purchase Common Stock)^F8	$16.1751	holding	—	—	—	—	Sep 14, 2019	Common Stock	244,141	244,141	D
Option (Right to purchase Common Stock)^F9	$21.4426	holding	—	—	—	—	Sep 13, 2020	Common Stock	195,313	195,313	D
Option (Right to purchase Common Stock)^F10	$31.1232	holding	—	—	—	—	Sep 12, 2021	Common Stock	156,250	156,250	D
Option (Right to purchase Common Stock)^F11	$41.816	holding	—	—	—	—	Jun 10, 2023	Common Stock	62,500	62,500	D
Class A Common Stock^F12	$30.176	holding	—	—	—	—	Jun 10, 2023	Class A Common Stock	62,500	62,500	D

Explanation of responses

F1The 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.
F10The 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.
F11The 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.
F12The 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.
F2The 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.
F3Represents shares owned by Mendelson International Corporation whose stock is owned solely by the Reporting Person and Eric Mendelson, the brother of the Reporting Person.
F4Represents shares owned by VHM Management Limited Partners, a partnership whose sole general partner is a corporation controlled by the Reporting Person.
F5Represents shares held for the benefit of the Reporting Person by the HEICO Corporation 401(k), based on a plan statement dated October 31, 2014
F6Represents 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.
F7Represents shares owned by the Victor H. Mendelson Revocable Investment Trust which is owned solely by the Reporting Person.
F8The 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.
F9The 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.