HENRY SCHEIN INC — Director's Dealing 2015

Mar 4, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HENRY SCHEIN INC (HSIC)
CIK: 0001000228
Period of Report: 2015-03-02

Reporting Person: BENJAMIN GERALD A (Director, EVP, Chief Admin. Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-03-02	Common Stock, par value $0.01 per share	A	1248	$0.00	Acquired	53500	Direct
2015-03-02	Common Stock, par value $0.01 per share	F	6144	$141.88	Disposed	47356	Direct
2015-03-03	Common Stock, par value $0.01 per share	A	10655	$0.00	Acquired	58011	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $0.01 per share	2889	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 2, 2015 in connection with exceeding the performance target with respect to the reporting person's March 2, 2012 grant of performance-based restricted stock units.

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 2, 2012 grant of performance-based restricted stock units.

F3: 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).