HENRY SCHEIN INC — Director's Dealing 2012

Mar 12, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HENRY SCHEIN INC (HSIC)
CIK: 0001000228
Period of Report: 2012-03-09

Reporting Person: Harding James A. (Chief Technology Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-09	Common Stock, par value $0.01 per share	M	23544	$35.49	Acquired	68098	Direct
2012-03-09	Common Stock, par value $0.01 per share	S	23544	$74.01	Disposed	44554	Direct
2012-03-09	Common Stock, par value $0.01 per share	A	7746	$0.00	Acquired	52300	Direct
2012-03-09	Common Stock, par value $0.01 per share	F	5829	$73.93	Disposed	46471	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-09	Stock Option (Right to Buy)	$35.49	M	23544	Disposed	2014-02-18	Common Stock, par value $0.01 per share (23544)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $0.01 per share	1020	Indirect
Common Stock, par value $0.01 per share	778	Indirect

Footnotes

F1: The price reflects a weighted average of sales made at prices ranging from $73.74 to $74.23 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 additional shares of the issuer's common stock issued under the Henry Schein, Inc. 1994 Stock Incentive Plan that vested on March 9, 2012 in connection with the issuer exceeding the performance target with respect to the reporting person's March 9, 2009 grant of performance-based restricted stock.

F3: 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 9, 2009 grant of performance-based restricted stock.

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.