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: BERGMAN STANLEY M (Director, Chairman, CEO)

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	3600	$0.00	Acquired	161512	Direct
2015-03-02	Common Stock, par value $0.01 per share	F	19185	$141.88	Disposed	142327	Direct
2015-03-03	Common Stock, par value $0.01 per share	A	24863	$0.00	Acquired	167190	Direct
2015-01-16	Common Stock, par value $0.01 per share	G	190	$0.00	Disposed	560261	Indirect
2015-02-11	Common Stock, par value $0.01 per share	G	190	$0.00	Disposed	560071	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $0.01 per share	66008	Indirect
Common Stock, par value $0.01 per share	4394	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 performance-based restricted stock units (RSUs) pursuant to the Issuer's 2013 Stock Incentive Plan. Such performance-based RSUs 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. 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).

F4: Gift, not applicable.

F5: Represents (i) 559,939 shares held by the Bergman Family 2010 Trust 2, of which Marion Bergman, Stanley M. Bergman's wife, is a co-trustee and a beneficiary and (ii) 322 shares held by Mrs. Bergman. The number of shares reported in the prior sentence also reflects a distribution of 400 shares made by the Bergman Family Trust 2 to Mrs. Bergman on January 16, 2015.

F6: Represents (i) 559,939 shares held by the Bergman Family 2010 Trust 2, of which Marion Bergman, Stanley M. Bergman's wife, is a co-trustee and a beneficiary and (ii) 132 shares held by Mrs. Bergman.

F7: Represents shares held by a limited liability company. Stanley M. Bergman and Marion Bergman, Mr. Bergman's wife, each have voting and dispositive power with respect to the shares held by the limited liability company. Mr. and Mrs. Bergman disclaim beneficial ownership of the shares held by the limited liability company.