HENRY SCHEIN INC — Director's Dealing 2015

Jul 2, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HENRY SCHEIN INC (HSIC)
CIK: 0001000228
Period of Report: 2015-06-30

Reporting Person: MATTHEWS NORMAN S (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-06-30	Deferred Compensation Plan Phantom Stock	$	A	144	Acquired		Common Stock, par value $0.01 per share (144)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $0.01 per share	21352	Direct
Common Stock, par value $0.01 per share	200	Indirect

Footnotes

F1: Represents shares held by Norman S. Matthews' wife and Peter Banks as trustees of a trust for the benefit of Mr. Matthews' wife.

F2: Each share of phantom stock is the economic equivalent of one share of the Issuer's common stock.

F3: Represents the number of shares of phantom stock credited to the reporting person's phantom stock account pursuant to the Issuer's Non-Employee Director Deferred Compensation Plan (the "Plan"), representing an exempt transaction under the Plan. 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 the award date.

F4: 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.

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