Ownership Submission
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

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
SCHRIESHEIM ALAN
  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
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
3000 TAFT STREET
3. Date of Earliest Transaction (Month/Day/Year)
01/26/2017
(Street)

HOLLYWOOD, FL 33021
4. If Amendment, Date 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
(City)
(State)
(Zip)
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 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 01/26/2017   M   1,731 A $ 0.6309 1,731 D  
Class A Common Stock 01/26/2017   M   1,305 A $ 0.4754 1,305 D  
Common Stock               4,575 I By 409A Plan (1)
Class A Common Stock               2,083 I By 409A Plan (1)
Class A Common Stock               5,370 I By Estate (2)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 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) $ 0.6309 01/26/2017   M     1,731   (3)   (3) Common Stock 1,731 $ 0 59,159 D  
Option (Right to purchase Common Stock) $ 1.1158               (4)   (4) Common Stock 98,841   98,841 D  
Option (Right to purchase Class A Common Stock) $ 0.4754 01/26/2017   M     1,305   (5)   (5) Class A Common Stock 1,305 $ 0 18,916 D  
Option (Right to purchase Class A Common Stock) $ 0.6309               (6)   (6) Class A Common Stock 81,839   81,839 D  
Option (Right to purchase Class A Common Stock) $ 1.1158               (7)   (7) Class A Common Stock 61,876   61,876 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
SCHRIESHEIM ALAN
3000 TAFT STREET
HOLLYWOOD, FL 33021
  X      

Signatures

 /s/ Alan Schriesheim   01/30/2017
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Represents shares held for the Reporting Person by the HEICO Corporation Leadership Compensation Plan (409A Plan).
(2) Represents shares held by the estate of deceased spouse.
(3) The Reporting Person owns directly Options entitling the Reporting Person to purchase an aggregate 59,159 shares of Common Stock at an exercise price of $.6309 per share, as adjusted for stock splits and stock dividends. These options became exercisable on various dates and expire 180 days followed the date the Reporting Person ceases to serve as a Director of the Registrant.
(4) The Reporting Person owns directly Options entitling the Reporting Person to purchase an aggregate 98,841 shares of Common Stock at an exercise price of $1.1158 per share, as adjusted for stock splits and stock dividends. These options became exercisable on various dates and expire 180 days followed the date the Reporting Person ceases to serve as a Director of the Registrant.
(5) The Reporting Person owns directly Options entitling the Reporting Person to purchase an aggregate 18,916 shares of Class A Common Stock at an exercise price of $.4754 per share, as adjusted for stock splits and stock dividends. These options became exercisable on various dates and expire 180 days followed the date the Reporting Person ceases to serve as a Director of the Registrant.
(6) The Reporting Person owns directly Options entitling the Reporting Person to purchase an aggregate 81,839 shares of Class A Common Stock at an exercise price of $.6309 per share, as adjusted for stock splits and stock dividends. These options became exercisable on various dates and expire 180 days following the date the Reporting Person ceases to serve as a Director of the Registrant.
(7) The Reporting Person owns directly Options entitling the Reporting Person to purchase an aggregate 61,876 shares of Class A Common Stock at an exercise price of $1.1158 per share, as adjusted for stock splits and stock dividends. These options became exercisable on various dates and expire 180 days following the date the Reporting Person ceases to serve as a Director of the Registrant.

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