HENRY SCHEIN INC — Director's Dealing 2015

Mar 19, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HENRY SCHEIN INC (HSIC)
CIK: 0001000228
Period of Report: 2015-03-17

Reporting Person: BRESLAWSKI JAMES P (Director, Pres., HSI & CEO Global Dental)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-03-17	Common Stock, par value $0.01 per share	S	9359	$139.55	Disposed	109372	Direct
2015-03-18	Common Stock, par value $0.01 per share	S	3452	$139.17	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-03-18	SERP Phantom Stock	$	I	4728	Disposed		Common Stock, par value $0.01 per share (4728)	Direct

Footnotes

F1: The price reflects a weighted average of sales made at prices ranging from $139.32 to $139.92 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.

F2: Represents the closing market price of the Issuer's common stock on March 18, 2015.

F3: The reported transaction on this line item of the Form 4 is a sale of Issuer common stock within the Issuer's Supplemental Executive Retirement Plan ("SERP") and the funds were reinvested in other investments.

F4: Represents the aggregate number of shares of phantom stock allocated to the reporting person under the SERP as of March 18, 2015 based on the closing price of a share of the Issuer's common stock on such date.

F5: 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.

F6: The Reporting Person reinvested the cash value of 4,728 shares of SERP Phantom Stock held in the Issuer's SERP (valued based on the closing price of a share of the Issuer's common stock on March 18, 2015).