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: MATTHEWS NORMAN S (Director)

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	3308	$56.03	Acquired	24343	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $0.01 per share	9400	Indirect

Footnotes

F1: Grant of time-based restricted stock units pursuant to the Issuer's 1996 Non-Employee Director Stock Incentive Plan, as amended. Such restricted stock units will vest subject to (i) the passage of a specified period of time and (ii) the reporting person's continued performance of services for the Issuer. Upon the vesting of each restricted stock unit, the reporting person shall receive one share of the Issuer's common stock.

F2: Represents shares held by Norman S. Matthews' wife, Peter Banks and Harold Tanner as trustees of a trust for the benefit of Mr. Matthews' wife.