HENRY SCHEIN INC — Director's Dealing 2010

Mar 12, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HENRY SCHEIN INC (HSIC)
CIK: 0001000228
Period of Report: 2010-03-10

Reporting Person: RACIOPPI MICHAEL (SVP Chief Merchandising Offic.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-03-10	Common Stock, par value $0.01 per share	A	8566	$56.03	Acquired	35463	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $0.01 per share	69	Indirect

Footnotes

F1: Grant of restricted stock pursuant to the Issuer's 1994 Stock Incentive Plan, as amended. Sixty-five percent of such restricted stock will vest subject to (i) the Issuer's achievement of a specified performance goal and (ii) the reporting person's continued performance of services for the Issuer, and thirty-five percent of such restricted stock will vest subject to (x) the passage of a specified period of time and (y) the reporting person's continued performance of services for the Issuer. With respect to the performance-based restricted stock, if the continued service requirement is satisfied and achievement of the performance goal exceeds 100% of the target, the Issuer may issue the reporting person additional vested shares of common stock in an amount that corresponds to the incremental percentage of the performance goal achieved in excess of 100% of the target.