HENRY SCHEIN INC — Director's Dealing 2015

Jul 2, 2015

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: HENRY SCHEIN INC (HSIC)
CIK: 0001000228
Period of Report: 2015-06-23

Reporting Person: McCarthy Peter M. (Pres., Global Animal Health)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $0.01 per share	6903	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
SERP Phantom Stock	$		Common Stock, par value $0.01 per share (11)		Direct

Footnotes

F1: Restricted stock ("RS") pursuant to the Issuer's 2013 Stock Incentive Plan (f.k.a. 1994 Stock Incentive Plan). 2,939 shares of RS will vest subject to (x) Issuer's achievement of a specified performance goal and (y) reporting person's continued performance of services for Issuer. 3,965 shares of RS will vest subject to (x) passage of a specified period of time and (y) reporting person's continued performance of services for Issuer. With respect to performance-based RS, if the continued service requirement is satisfied and achievement of the performance goal (x) exceeds 100% of target, 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 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.

F2: 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.

F3: 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.

F4: 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 June 23, 2015.

F5: 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). 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. Vested balances in the SERP are cash-settled only.