HENRY SCHEIN INC — Director's Dealing 2017

Mar 8, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HENRY SCHEIN INC (HSIC)
CIK: 0001000228
Period of Report: 2017-03-06

Reporting Person: Harding James A. (SVP, Chief Technology Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-03-06	Common Stock, par value $0.01 per share	A	5851	$0.00	Acquired	27099	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $0.01 per share	600	Indirect
Common Stock, par value $0.01 per share	21160	Indirect
Common Stock, par value $0.01 per share	1048	Indirect

Footnotes

F1: 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).

F2: Represents shares held by a trust where Mr. Harding is the trustee for the benefit of his children.

F3: Represents shares held by The James A. Harding Revocable Trust of which Mr. Harding is the trustee and beneficiary.