HENRY SCHEIN INC — Director's Dealing 2016

May 26, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HENRY SCHEIN INC (HSIC)
CIK: 0001000228
Period of Report: 2016-05-25

Reporting Person: BERGMAN STANLEY M (Director, Chairman, CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-03-11	Common Stock, par value $0.01 per share	G	7795	$0.00	Disposed	148980	Direct
2016-04-01	Common Stock, par value $0.01 per share	G	40	$0.00	Disposed	148940	Direct
2016-04-04	Common Stock, par value $0.01 per share	G	300	$0.00	Disposed	148640	Direct
2016-05-06	Common Stock, par value $0.01 per share	G	147	$0.00	Disposed	148493	Direct
2016-05-09	Common Stock, par value $0.01 per share	G	3092	$0.00	Disposed	145401	Direct
2016-05-11	Common Stock, par value $0.01 per share	G	326	$0.00	Disposed	145075	Direct
2016-05-25	Common Stock, par value $0.01 per share	A	29323	$0.00	Acquired	174398	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $0.01 per share	520416	Indirect
Common Stock, par value $0.01 per share	34608	Indirect
Common Stock, par value $0.01 per share	4412	Indirect

Footnotes

F1: Gift, not applicable.

F2: Grant of restricted stock units (RSUs) pursuant to the Issuer's 2013 Stock Incentive Plan. Subject to certain exceptions, (i) 50% will vest subject to (x) Issuer's achievement of a specified perf. goal and (y) reporting person's continued performance of services for the Issuer, and (ii) 50% 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 perf.-based RSUs, if the continued service requirement is satisfied and achievement of the perf. 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 perf. 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 perf. goal achieved that is below 100% of target.

F3: Represents (i) 520,284 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.

F4: 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.