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: RACIOPPI MICHAEL (SVP Chief Merchandising Offic.)

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	4631	$0.00	Acquired	30667	Direct
2014-02-28	Common Stock, par value $0.01 per share	M	8713	$47.31	Acquired	39380	Direct
2014-02-28	Common Stock, par value $0.01 per share	S	6513	$118.77	Disposed	32867	Direct
2014-02-28	Common Stock, par value $0.01 per share	S	2200	$119.33	Disposed	30667	Direct
2014-02-28	Common Stock, par value $0.01 per share	M	9901	$51.23	Acquired	40568	Direct
2014-02-28	Common Stock, par value $0.01 per share	S	7301	$118.76	Disposed	33267	Direct
2014-02-28	Common Stock, par value $0.01 per share	S	2600	$119.32	Disposed	30667	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-27	SERP Phantom Stock	$	A	2176	Acquired		Common Stock, par value $0.01 per share (2176)	Direct
2014-02-28	Stock Option (Right to Buy)	$47.31	M	8713	Disposed	2016-03-02	Common Stock, par value $0.01 per share (8713)	Direct
2014-02-28	Stock Option (Right to Buy)	$51.23	M	9901	Disposed	2017-03-05	Common Stock, par value $0.01 per share (9901)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $0.01 per share	298	Indirect

Footnotes

F1: Grant of restricted stock units (RSUs) pursuant to the Issuer's 2013 Stock Incentive Plan. 65% will vest subject to (x) Issuer's achievement of a specified performance goal and (y) reporting person's continued performance of services for the Issuer. 35% will vest subject to (x) passage of a specified period of time and (y) reporting person's continued performance of services for the Issuer. With respect to the performance-based RSUs, 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: The price reflects a weighted average of sales made at prices ranging from $118.21 to $119.13 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.

F3: The price reflects a weighted average of sales made at prices ranging from $119.22 to $119.49 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: The price reflects a weighted average of sales made at prices ranging from $118.16 to $119.14 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 $119.16 to $119.47 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: This Form 4 includes the reporting person's balance in the Issuer's Supplemental Executive Retirement Plan ("SERP") that is hypothetically invested in the Issuer's stock fund, representing exempt transactions in the SERP since the reporting person's initial participation therein.

F7: The investment return on contributions in the SERP is generally equal to the earnings and losses that would occur if 100% of the contributions were invested, as directed by the reporting person, among the investment alternatives available under the plan (including the Issuer's stock fund). The reporting person may change his hypothetical investment in the investment alternatives (including the Issuer's stock fund) to an alternative hypothetical investment at any time. Vested balances in the SERP are cash-settled only.

F8: Represents the aggregate number of shares of phantom stock allocated to the reporting person under the SERP as of the date hereof based on the closing price of a share of the Issuer's common stock on February 27, 2014.

F9: The vested balance in the reporting person's SERP account is payable in cash only following the six-month anniverary of a termination of employment or within 30 days following a change in control of the Issuer. Subject to the terms of the SERP, the reporting person may change his hypothetical investment in the investment alternatives (including the Issuer's stock fund) to an alternative hypothetical investment at any time.

F10: The number of shares of phantom stock allocated to the reporting person under the SERP is determined by dividing the amount of deferred eligible director compensation by the closing price of a share of Issuer common stock on each applicable award date.

F11: Acquired pursuant to the Issuer's 1994 Stock Incentive Plan, as amended (now known as the Issuer's 2013 Stock Incentive Plan).

F12: The option vested in four equal installments on each of March 2, 2007, March 2, 2008, March 2, 2009 and March 2, 2010.

F13: The option vested in four equal installments on each of March 5, 2008, March 5, 2009, March 5, 2010 and March 5, 2011.