HENRY SCHEIN INC — Director's Dealing 2011

Mar 4, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HENRY SCHEIN INC (HSIC)
CIK: 0001000228
Period of Report: 2011-03-02

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-03-02	Common Stock, par value $0.01 per share	M	40000	$35.49	Acquired	90842	Direct
2011-03-02	Common Stock, par value $0.01 per share	S	40000	$68.12	Disposed	50842	Direct
2011-03-03	Common Stock, par value $0.01 per share	D	4133	$0.00	Disposed	46709	Direct
2011-03-03	Common Stock, par value $0.01 per share	F	984	$69.60	Disposed	45725	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-03-02	Stock Option (Right to Buy)	$35.49	M	40000	Disposed	2014-02-18	Common Stock, par value $0.01 per share (40000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $0.01 per share	2802	Indirect

Footnotes

F1: The price reflects a weighted average of sales made at prices ranging from $67.86 to $68.49 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 3, 2008 grant of performance-based restricted stock.

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

F4: The option vests in four equal installments on each of February 18, 2005, February 18, 2006, February 18, 2007 and February 18, 2008.