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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
	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) 6/9/2023
(Street) MIAMI, FL 33131	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
(City)        (State)        (Zip)	Rule 10b5-1(c) Transaction Indication ☐ Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock								1180004	D
Class A Common Stock								234044	D
Class A Common Stock								196740	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								92812	I	By 401(k) (3)
Class A Common Stock								87999	I	By 401(k) (3)
Common Stock								921	I	By Keogh Account
Class A Common Stock								16133	I	By Keogh Account
Common Stock								568140	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Option (Right to purchase Common Stock)	$24.9498							(7)	12/14/2025	Common Stock	97656		97656	D
Option (Right to purchase Common Stock)	$44.9638							(7)	3/17/2027	Common Stock	195313		195313	D
Option (Right to purchase Common Stock)	$70.656							(7)	3/16/2028	Common Stock	125000		125000	D
Option (Right to purchase Common Stock)	$134.70							(7)	9/24/2031	Common Stock	125000		125000	D
Option (Right to purchase Common Stock)	$163.35							(7)	3/17/2033	Common Stock	62500		62500	D
Option (Right to purchase Common Stock)	$163.61	6/9/2023		A		62500		(7)	6/9/2033	Common Stock	62500	$0	62500	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 June 9, 2023.
(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 become exercisable 20% per year over five years from the date of Grant.

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

Signatures
/s/ Victor H. Mendelson		6/12/2023
**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 control number.