HENRY SCHEIN INC — Director's Dealing 2016

Mar 7, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HENRY SCHEIN INC (HSIC)
CIK: 0001000228
Period of Report: 2016-03-03

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-03-03	Common Stock, par value $0.01 per share	S	7166	$167.51	Disposed	96073	Direct
2016-03-04	Common Stock, par value $0.01 per share	A	9525	$0.00	Acquired	105598	Direct

Footnotes

F1: The price reflects a weighted average of sales made at prices ranging from $167.27 to $167.69 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: Grant of restricted stock units (RSUs) pursuant to the Issuer's 2013 Stock Incentive Plan. Subject to certain exceptions, 65% 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. 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 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 (i.e., shortfall).