HENRY SCHEIN INC — Director's Dealing 2014

Mar 3, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HENRY SCHEIN INC (HSIC)
CIK: 0001000228
Period of Report: 2014-02-27

Reporting Person: KABAT DONALD J (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-27	Common Stock, par value $0.01 per share	A	1561	$0.00	Acquired	12159	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-27	Deferred Compensation Plan Phantom Stock	$	A	1685	Acquired		Common Stock, par value $0.01 per share (1685)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $0.01 per share	1000	Indirect

Footnotes

F1: Grant of time-based restricted stock units pursuant to the Issuer's 1996 Non-Employee Director Stock Incentive Plan, as amended. Such restricted stock units will vest subject to (i) the passage of a specified period of time and (ii) the reporting person's continued performance of services for the Issuer.

F2: Represents shares held by Mr. Kabat and his wife, as co-trustees of a trust for the benefit of Mr. Kabat's wife.

F3: This Form 4 includes the balance of the reporting person's phantom stock account under the Issuer's Non-Employee Director Deferred Compensation Plan (the "Plan"), representing exempt transactions under the Plan since the reporting person's initial participation therein.

F4: Each share of phantom stock is the economic equivalent of one share of the Issuer's common stock.

F5: Represents the aggregate number of shares of phantom stock allocated to the reporting person under the Plan as of the date hereof based on the closing price of a share of the Issuer's common stock on February 27, 2014.

F6: The balance in the reporting person's phantom stock account is distributed to the reporting person in Issuer common stock following the termination of the reporting person's directorship, the reporting person's death or disability or a change of control of the Issuer.

F7: The number of shares of phantom stock credited to the reporting person's phantom stock account is determined by dividing the amount of deferred eligible director fees by the closing price of a share of Issuer common stock on each applicable award date.