Statement of Changes in Beneficial Ownership (4)

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

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/YYYY) 9/24/2021
(Street) MIAMI, FL 33131 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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. Trans. Date	2A. Deemed Execution Date, if any	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)
Common Stock								1068199	D
Class A Common Stock								174047	D
Class A Common Stock								210483	I	Owned by Corporation ⁽¹⁾
Common Stock								172515	I	Owned by Partnership ⁽²⁾
Common Stock								4762	I	As custodian for children
Class A Common Stock								19136	I	As custodian for children
Common Stock								92535	I	By 401(k) ⁽³⁾
Class A Common Stock								87694	I	By 401(k) ⁽³⁾
Common Stock								921	I	By Keogh Account
Class A Common Stock								16133	I	By Keogh Account
Common Stock								565662	I	By Trusts ⁽⁴⁾
Class A Common Stock								137199	I	By Trusts ⁽⁴⁾
Common Stock								28806	I	By Trusts ⁽⁵⁾
Class A Common Stock								8465	I	By Trusts ⁽⁵⁾
Common Stock								4072	I	By 409A Plan ⁽⁶⁾

*Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)*
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option (Right to purchase Common Stock)	$21.4098							⁽⁷⁾	6/10/2023	Common Stock	122070.0		122070	D
Option (Right to purchase Common Stock)	$29.6704							⁽⁷⁾	6/8/2025	Common Stock	97656.0		97656	D
Option (Right to purchase Common Stock)	$24.9498							⁽⁷⁾	12/14/2025	Common Stock	97656.0		97656	D
Option (Right to purchase Common Stock)	$44.9638							⁽⁷⁾	3/17/2027	Common Stock	195313.0		195313	D
Option (Right to purchase Common Stock)	$70.656							⁽⁷⁾	3/16/2028	Common Stock	125000.0		125000	D
Option (Right to purchase Common Stock)	$134.7	9/24/2021		A		125000		⁽⁷⁾	9/24/2031	Common Stock	125000.0	$0	125000	D
Option (Right to purchase Class A Common Stock)	$15.4501							⁽⁷⁾	6/10/2023	Class A Common Stock	122070.0		122070	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 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.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
MENDELSON VICTOR H 825 BRICKELL BAY DRIVE, SUITE 1644 MIAMI, FL 33131	X		Co-President