Annual Statement of Changes in Beneficial Ownership (5)
28 November 2022 - 5:19PM
Edgar (US Regulatory)
FORM 5
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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).
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Form 3 Holdings Reported
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Form 4 Transactions Reported |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0362
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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
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1. Name and Address of Reporting Person
*
MENDELSON VICTOR H | 2. Issuer Name and Ticker or Trading SymbolHEICO 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. Statement for Issuer's Fiscal Year Ended (MM/DD/YYYY) 10/31/2022 |
(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
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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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) |
Amount | (A) or (D) | Price |
Common Stock | 10/31/2022 | | G | 1236 | D | $0 | 1130030 | D | |
Class A Common Stock | 10/31/2022 | | G | 5160 | D | $0 | 234044 | D | |
Class A Common Stock | 12/28/2021 | | G | 8900 | D | $0 | 200628 | I | Owned by Corporation (1) |
Class A Common Stock | 10/31/2022 | | G | 3888 | D | $0 | 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 | | | | | | | 92708 | I | By 401(k) (3) |
Class A Common Stock | | | | | | | 87883 | I | By 401(k) (3) |
Common Stock | | | | | | | 921 | I | By Keogh Account |
Class A Common Stock | | | | | | | 16133 | I | By Keogh Account |
Common Stock | 10/31/2022 | | G | 1236 | A | $0 | 566898 | 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 Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 (MM/DD/YYYY) | 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 at End of Issuer's Fiscal Year (Instr. 4) | 10. Ownership Form of Derivative Security: 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 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 | | | | | | (7) | 9/24/2031 | Common Stock | 125000.0 | | 125000 | 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 October 31, 2022. |
(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
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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 |
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Signatures
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/s/ Victor H. Mendelson | | 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). |
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. |
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