HENRY SCHEIN INC — Director's Dealing 2012

Mar 5, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HENRY SCHEIN INC (HSIC)
CIK: 0001000228
Period of Report: 2012-03-01

Reporting Person: ZACK MICHAEL (President of Int'l Group)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-01	Common Stock, par value $0.01 per share	M	7000	$35.49	Acquired	54399	Direct
2012-03-01	Common Stock, par value $0.01 per share	S	7000	$73.86	Disposed	47399	Direct
2012-03-01	Common Stock, par value $0.01 per share	M	24000	$39.43	Acquired	71399	Direct
2012-03-01	Common Stock, par value $0.01 per share	S	24000	$73.55	Disposed	47399	Direct
2012-03-02	Common Stock, par value $0.01 per share	A	10257	$73.12	Acquired	57656	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-01	Stock Option (Right to Buy)	$35.49	M	7000	Disposed	2014-02-18	Common Stock, par value $0.01 per share (7000)	Direct
2012-03-01	Stock Option (Right to Buy)	$39.43	M	24000	Disposed	2015-03-09	Common Stock, par value $0.01 per share (24000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $0.01 per share	400	Indirect
Common Stock, par value $0.01 per share	3553	Indirect

Footnotes

F1: The price reflects a weighted average of sales made at prices ranging from $73.71 to $73.99 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: The price reflects a weighted average of sales made at prices ranging from $73.06 to $74.04 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.

F3: Grant of restricted stock units (RSUs) pursuant to the Issuer's 1994 Stock Incentive Plan, as amended. 65% will vest subject to (x) Issuer's achievement of a specified performance goal and (y) reporting person's continued performance of services for the Issuer. 35% will vest subject to (x) passage of a specified period of time and (y) reporting person's continued performance of services for the Issuer. With respect to the performance-based RSUs, if the continued service requirement is satisfied and achievement of the performance goal (x) exceeds 100% of target, the Issuer may issue 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 target or (y) is less than 100% of target, the reporting person will surrender to the Issuer shares of common stock in an amount that corresponds to the incremental percentage of the performance goal achieved that is below 100% of target (i.e., shortfall).

F4: Acquired pursuant to the Issuer's 1994 Stock Incentive Plan, as amended.

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

F6: The option vests in four equal installments on each of March 9, 2006, March 9, 2007, March 9, 2008 and March 9, 2009.