HENRY SCHEIN INC — Director's Dealing 2012

Mar 6, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HENRY SCHEIN INC (HSIC)
CIK: 0001000228
Period of Report: 2012-03-02

Reporting Person: BERGMAN STANLEY M (Director, Chairman, CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-02	Common Stock, par value $0.01 per share	A	30771	$73.12	Acquired	180693	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $0.01 per share	895070	Indirect
Common Stock, par value $0.01 per share	10000	Indirect
Common Stock, par value $0.01 per share	4419	Indirect

Footnotes

F1: Grant of performance-based restricted stock units pursuant to the Issuer's 1994 Stock Incentive Plan, as amended. Such performance-based restricted stock units will vest subject to (x) the Issuer's achievement of a specified performance goal and (y) the reporting person's continued performance of services for the Issuer. 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).

F2: Represents (i) 894,512 shares held by the Bergman Family 2010 Trust 2, of which Marion Bergman, Stanley M. Bergman's wife, is a co-trustee and a beneficiary and (ii) 558 shares held by Mrs. Bergman.

F3: Represents 10,000 shares held by the Edward J. Bergman 2010 Trust for the benefit of one of Mr. Bergman's children and of which Mr. Bergman is the sole trsutee.