HENRY SCHEIN INC — Director's Dealing 2013

May 23, 2013

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: HENRY SCHEIN INC (HSIC)
CIK: 0001000228
Period of Report: 2013-05-13

Reporting Person: McGlynn Lorelei (SVP, Global HR & Fin. Oper.)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $0.01 per share	26684	Direct
Common Stock, par value $0.01 per share	249	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Common Stock, par value $0.01 per share	$51.23	2017-03-05	Common Stock, par value $0.01 per share (7503)		Direct
Common Stock, par value $0.01 per share	$59.89	2018-03-03	Common Stock, par value $0.01 per share (8243)		Direct

Footnotes

F1: Acquired pursuant to the Issuer's 2013 Stock Incentive Plan, as amended (formerly known as the Henry Schein, Inc. 1994 Stock Incentive Plan).

F2: Includes (i) 9,563 shares, (ii) 9,677 shares of time-based restricted stock (RS) to vest subject to (x) passage of a specified periods of time and (y) reporting person's continued performance of services for the Issuer and (iii) 7,444 shares of performance-based RS to vest subject to (x) Issuer's achievement of a specified perf. goal(s) and (y) reporting person's continued performance of services for the Issuer. With respect to the perf.-based RS, if the continued service requirement is satisfied and achievement of the perf. goal(s) (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 perf. goal(s) 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 perf. goal(s) achieved that is below 100% of target (i.e. shortfall).

F3: The option vested in four equal installments on each of March 5, 2008, March 5, 2009, March 5, 2010 and March 5, 2011.

F4: The option vested in four equal installments on each of March 3, 2009, March 3, 2010, March 3, 2011 and March 3, 2012.