HENRY SCHEIN INC — Director's Dealing 2014

Mar 11, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HENRY SCHEIN INC (HSIC)
CIK: 0001000228
Period of Report: 2014-03-07

Reporting Person: Minowitz Robert (President, Int'l Dental Group)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-03-07	Common Stock, par value $0.01 per share	A	77	$0.00	Acquired	34166	Direct
2014-03-07	Common Stock, par value $0.01 per share	F	1225	$119.77	Disposed	32941	Direct
2014-03-10	Common Stock, par value $0.01 per share	F	907	$120.17	Disposed	32034	Direct
2014-03-10	Common Stock, par value $0.01 per share	M	7275	$47.31	Acquired	39309	Direct
2014-03-10	Common Stock, par value $0.01 per share	S	7275	$119.98	Disposed	32034	Direct
2014-03-10	Common Stock, par value $0.01 per share	S	4278	$119.99	Disposed	27756	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-03-10	Stock Option (Right to Buy)	$47.31	M	7275	Disposed	2016-03-02	Common Stock, par value $0.01 per share (7275)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $0.01 per share	120	Indirect
Common Stock, par value $0.01 per share	3127	Indirect

Footnotes

F1: Represents additional shares of the issuer's common stock issued under the Henry Schein, Inc. 2013 Stock Incentive Plan, as may be amended from time to time (formerly known as the Henry Schein, Inc. 1994 Stock Incentive Plan) that vested on March 7, 2014 in connection with exceeding the performance target with respect to the reporting person's March 9, 2011 grant of performance-based restricted stock units. (Actual vesting date of March 9, 2014 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, 2011 grant of performance-based restricted stock units. (Actual vesting date of March 9, 2014 was a non-business day so vesting occurred on the preceding business day.)

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 10, 2010 grant of time-based restricted stock units.

F4: The price reflects a weighted average of sales made at prices ranging from $119.74 to $120.24 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.

F5: The price reflects a weighted average of sales made at prices ranging from $119.75 to $120.21 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.

F6: Acquired pursuant to the Issuer's 1994 Stock Incentive Plan, as amended (now known as the Issuer's 2013 Stock Incentive Plan).

F7: The option vested in four equal installments on each of March 2, 2007, March 2, 2008, March 2, 2009 and March 2, 2010.