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HENRY SCHEIN INC Director's Dealing 2010

Mar 8, 2010

30735_dirs_2010-03-08_9626a991-89c2-4447-afb0-0137d5ddfb23.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HENRY SCHEIN INC (HSIC)
CIK: 0001000228
Period of Report: 2010-03-04

Reporting Person: BENJAMIN GERALD A (Director, EVP, Chief Admin. Officer)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2010-03-04 Common Stock, par value $0.01 M 18675 $19.42 Acquired 61551 Direct
2010-03-04 Common Stock, par value $0.01 S 18675 $56.23 Disposed 42876 Direct
2010-03-04 Common Stock, par value $0.01 M 3550 $35.49 Acquired 46426 Direct
2010-03-04 Common Stock, par value $0.01 S 3550 $56.23 Disposed 42876 Direct
2010-03-05 Common Stock, par value $0.01 D 254 $0.00 Disposed 42622 Direct
2010-03-05 Common Stock, par value $0.01 F 2597 $56.88 Disposed 40025 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2010-03-04 Stock Option (Right to Buy) $19.42 M 18675 Disposed 2013-02-25 Common Stock, par value $0.01 (18675) Direct
2010-03-04 Stock Option (Right to Buy) $35.49 M 3550 Disposed 2014-02-18 Common Stock, par value $0.01 (3550) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock, par value $0.01 2682 Indirect

Footnotes

F1: The price reflects a weighted average of sales made at prices ranging from $56.18 to $56.26 per share. The Reporting Person, upon request by the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, will provide full information regarding the number of shares sold at each separate price for this transaction.

F2: Represents the surrender of shares to the issuer to satisfy the reporting person's tax withholding obligation upon the vesting of the reporting person's March 5, 2007 grant of performance-based restricted stock.

F3: Acquired pursuant to the Issuer's 1994 Stock Incentive Plan, as amended.

F4: The option vested in three equal installments on each of February 25, 2004, February 25, 2005 and February 25, 2006.

F5: The option vests in four equal installments on each of February 18, 2005, February 18, 2006 and February 18, 2007 and February 18, 2008.