Carlos L Macau Form 5 HEICO / Carlos L Macau ownership change

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^*

Macau Carlos L

(Last) (First) (Middle)

3000 TAFT STREET

(Street)

HOLLYWOOD FL 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)
EVP-CFO & Treasurer

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)
				Amount	(A) or (D)	Price
Class A Common Stock							48,722	D
Class A Common Stock							2,000	I	By Sons
Common Stock							1,870	I	401k Plan(1)
Class A Common Stock							1,892	I	401k Plan(1)

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)
					(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Option (Right to purchase Class A Common Stock)	$15.4501						(2)	06/10/2023	Class A Common Stock	61,036		61,036	D
Option (Right to purchase Class A Common Stock)	$24.9088						(2)	06/08/2025	Class A Common Stock	48,829		48,829	D
Option (Right to purchase Class A Common Stock)	$22.2003						(2)	12/14/2025	Class A Common Stock	48,829		48,829	D
Option (Right to purchase Class A Common Stock)	$38.3744						(2)	03/17/2027	Class A Common Stock	97,656		97,656	D
Option (Right to purchase Class A Common Stock)	$56.24						(2)	03/16/2028	Class A Common Stock	62,500		62,500	D
Option (Right to purchase Class A Common Stock)	$120.32						(2)	09/24/2031	Class A Common Stock	50,000		50,000	D

Explanation of Responses:

1. Represents shares held for the benefit of the Reporting Person by the HEICO Corporation 401k plan based on a plan statement dated October 31, 2022.

2. These options are exercisable at 20% per year over five years from the date of grant.

Remarks:

	/s/ Carlos L. Macau	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).
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