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: BERGMAN STANLEY M (Director, Chairman, CEO)

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	17133	$56.03	Acquired	77769	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $0.01 per share	4817	Indirect
Common Stock, par value $0.01 per share	423	Indirect
Common Stock, par value $0.01 per share	1056461	Indirect
Common Stock, par value $0.01 per share	4199	Indirect

Footnotes

F1: Grant of performance-based restricted stock pursuant to the Issuer's 1994 Stock Incentive Plan, as amended. 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. 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.

F2: Represents shares held by Mr. Bergman's sons as trustees of a trust for the benefit of a third party, wherein Mr. Bergman is the grantor. Mr. Bergman disclaims beneficial ownership with respect to these shares, except to the extent of his pecuniary interest.

F3: Represents shares held by Stanley M. Bergman's wife and Lawrence O. Sneag as co-trustees of the Stanley M. Bergman Continuing Trust dated September 15, 1994.