HENRY SCHEIN INC — Director's Dealing 2013

Mar 12, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HENRY SCHEIN INC (HSIC)
CIK: 0001000228
Period of Report: 2013-03-08

Reporting Person: BRESLAWSKI JAMES P (Director, President, COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-03-08	Common Stock, par value $0.01 per share	A	4718	$0.00	Acquired	138419	Direct
2013-03-08	Common Stock, par value $0.01 per share	F	9917	$90.32	Disposed	128502	Direct
2013-03-11	Common Stock, par value $0.01 per share	M	37500	$39.43	Acquired	166002	Direct
2013-03-11	Common Stock, par value $0.01 per share	S	37500	$89.87	Disposed	128502	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-03-11	Stock Option (Right to Buy)	$39.43	M	37500	Disposed	2015-03-09	Common Stock, par value $0.01 per share (37500)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $0.01 per share	3467	Indirect

Footnotes

F1: Represents additional shares of the issuer's common stock issued under the Henry Schein, Inc. 1994 Stock Incentive Plan that vested on March 8, 2013 in connection with exceeding the performance target with respect to the reporting person's March 10, 2010 grant of performance-based restricted stock. (Actual vesting date of March 10, 2013 was a non-business day so vesting occurred on the preceding business day.)

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 9, 2009 grant of time-based restricted stock and March 10, 2010 grant of performance-based restricted stock, each of which vested on March 8, 2013. (Actual vesting dates were non-business days so vesting occurred on the preceding business day.)

F3: The price reflects a weighted average of sales made at prices ranging from $89.69 to $90.22 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.

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

F5: The option vested in four equal installments on each of March 9, 2006, March 9, 2007, March 9, 2008 and March 9, 2009.