HENRY SCHEIN INC — Director's Dealing 2013

Mar 4, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HENRY SCHEIN INC (HSIC)
CIK: 0001000228
Period of Report: 2013-03-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-03-01	Common Stock, par value $0.01 per share	A	28140	$88.84	Acquired	180903	Direct
2013-01-16	Common Stock, par value $0.01 per share	G	620	$0.00	Disposed	639551	Indirect
2013-02-22	Common Stock, par value $0.01 per share	G	1110	$0.00	Disposed	638441	Indirect
2013-02-28	Common Stock, par value $0.01 per share	G	1125	$0.00	Disposed	637316	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $0.01 per share	10000	Indirect
Common Stock, par value $0.01 per share	4412	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: Gift, not applicable.

F3: Represents (i) 635,962 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) 3,589 shares held by Mrs. Bergman.

F4: Represents (i) 635,962 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) 2,479 shares held by Mrs. Bergman.

F5: Represents (i) 635,962 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) 1,354 shares held by Mrs. Bergman.

F6: 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 trustee.